SecProbe.io

Mail Stop 3561          November 7, 2007

John Schoenauer President and Chief Financial Officer Fidelity Aviation Corporation 1175 Osage Street, Suite 204 Denver, Colorado 80204
Re: Fidelity Aviation Corporation
  F o r m  S B - 2    Filed October 17, 2007   File No. 333-146758

Dear Mr. Schoenauer:   We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at  the telephone numbers listed at the end of this letter.
 Summary, page 6

1. Please revise to remove from the sec ond sentence that the summary is “not
complete” as this is a complete summary.
2. Consistent with your disclosure on page 23, please revise the summary section to
include some discussion of the fact that  you have had no sales in 2007 and discuss
the reason for the lack of sales.

John Schoenauer
Fidelity Aviation Corporation
November 7, 2007 Page 2  The Company, page 6

3. Please revise to include your revenues a nd net loss for the last audited period and
interim stub.
 Summary Financial Information, page 8

4. Please remove the parenthesis from the revenues disclosed in the table for the
fiscal years ended 2005 and 2006.

Signatures, page 52
5. Please include the signature of the pers on acting as the Cont roller or Principal
Accounting Officer.  If a person signs in more than one capacity, you should
indicate each capacity in which that person signs.

* * * * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

John Schoenauer
Fidelity Aviation Corporation November 7, 2007 Page 3
• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact John Stickel at (202) 551-3324 with any questions.  If you need
further assistance, you may contact me at (202) 551-3412.
         R e g a r d s ,             A m a n d a  M c M a n u s          B r a n c h  C h i e f  –  L e g a l   cc: Via Facsimile

 Gary S. Joiner, Esq.  Frascona, Joiner, Goodman & Greenstein, P.C.
4750 Table Mesa Drive
 Boulder, Colorado 80305