UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      Date of report (Date of earliest event reported): September 23, 2005

                                  FBO AIR, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
             ------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

      333-56046                                         87-0617649
------------------------                   ------------------------------------
(Commission File Number)                   (I.R.S. Employer Identification No.)

                101 Hangar Road
Wilkes-Barre/Scranton International Airport
                  Avoca, PA                               18641
-------------------------------------------             ----------
 (Address of Principal Executive Offices)               (Zip Code)

                                 (570) 414-1400
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-d(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

                    INFORMATION TO BE INCLUDED IN THE REPORT

                Section 1 - Registrant's Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

      1. Stock Purchase Agreement

            (a) On September 23, 2005, FBO Air, Inc., a Nevada corporation and
the registrant (the "Company"), executed a Stock Purchase Agreement dated as of
September 22, 2005 (the "Stock Purchase Agreement") with Airborne, Inc., a New
York corporation ("Airborne"), and Airborne's two shareholders, John H. Dow and
Daphne Dow (collectively, the "Shareholders"). Other than in respect of the
Stock Purchase Agreement, its related transactions and a prior memorandum of
understanding between the Company and Airborne pursuant to which the Company was
using Airborne's facility to hangar users' aircraft it was managing, there is no
material relationship among the Company or its affiliates, on the one hand, and
Airborne or the two Shareholders, on the other hand. A copy of the Stock
Purchase Agreement without exhibits or schedules is filed as Exhibit 10.1 to
this Report and is incorporated herein by this reference.

            (b) Pursuant to the Stock Purchase Agreement, the Company was to
purchase from the Shareholders all of the outstanding shares of the capital
stock of Airborne for an aggregate purchase price of $1,400,000 in cash and an
aggregate of 2,333,334 shares of the Company's Common Stock, $0.001 par value
(the "Common Stock"). As indicated in Item 2.01 to this Report, the shares of
Airborne were purchased by the Company from the Shareholders on September 23,
2005. Airborne has been conducting at the Elmira-Corning Regional Airport in the
State of New York a fixed based operation, which, among its services, Airborne
manages aircraft and sells charter time. Since September 23, 2005, Airborne has
continued its operations as before, but now as a wholly-owned subsidiary of the
Company.

      2. Employment Agreement

            Simultaneously with the closing of the Stock Purchase Agreement, the
Company and Airborne, having become a wholly-owned subsidiary of the Company,
entered into an employment agreement dated as of September 23, 2005 (the "Dow
Employment Agreement") with John H. Dow, one of the Shareholders, pursuant to
which Airborne agreed to employ Dow for a term of three years (subject to
automatic renewals for one-year periods unless terminated by either party within
90 days of the anniversary of the initial term or any renewal period) to serve
in the Office of the Chief Executive of Airborne. A copy of the Dow Employment
Agreement is filed as Exhibit 10.2 to this Report and is incorporated herein by
this reference. Airborne may terminate the employment for Cause (as defined) in
which event Airborne is only obligated to the date of termination. In addition
Mr. Dow may terminate his employment for Good Reason (as defined) or in the
event of a Change in Control (as defined). If either such termination occurs,
the Dow Employment Agreement specifies Airborne's further obligations.


                                       2
<PAGE>

      Pursuant to the Dow Employment Agreement, Mr. Dow's base annual salary is
$150,000 subject to such increases as the Board of Directors of Airborne may
authorize from time to time thereafter, and he is guaranteed an annual bonus
payment of $100,000, both the salary and bonus payment to be paid in equal
monthly installments. In addition, he may receive an annual performance bonus
based on the Board's evaluation of Airborne's performance and his performance.
Mr. Dow is to be granted by the Company an option each September 23 during the
initial term to purchase 250,000 shares of the Common Stock. For information as
to the first such grant, see Section 3 of Item 3.02 of this Report. Among other
fringe benefits, the Dow Employment Agreement obligates Airborne to maintain a
term life insurance policy on Mr. Dow's life in the amount of $1,000,000 with
one half of the proceeds on his death to go to his designated beneficiary or
beneficiaries and one half to Airborne.

      3. Lease

      Simultaneously with the closing of the Stock Purchase Agreement, Airborne,
having become a subsidiary of the Company, entered into a lease agreement dated
as of September 23, 2005 (the "Facility Lease"), as Tenant, with the
Shareholders, as Landlord. A copy of the Facility Lease is filed as Exhibit 10.3
to this Report and is incorporated herein by this reference. Pursuant to the
Facility Lease, Airborne will lease from the Shareholders the land located at
236 Sing Sing Road, Horseheads, New York, which was used by Airborne to operate
its business immediately prior to the closing of the Stock Purchase Agreement,
for a term of fifteen years (subject to renewals at the option of Airborne for
three five-year periods upon written notice by Airborne at least 60 days prior
to the expiration of the term). The annual rent payable under the Facility Lease
will be $160,582, payable in advance in equal monthly installments of
$13,381.83. Beginning on the fifth anniversary of the commencement date of the
Facility Lease and annually each year thereafter, the annual rent shall increase
or decrease by the increase or decrease in the Consumer Price Index.

      4. Term Loan Agreement

            (a) Simultaneously with the Closing the Company entered into a Term
Loan Agreement dated as of September 23, 2005 (the "Term Loan Agreement") with
Airport Capital, LLC, a New York limited liability company (the "Lender"), and
Airborne, having become a wholly-owned subsidiary of the Company. A copy of the
Term Loan Agreement is filed as Exhibit 10.4 to this Report and is incorporated
herein by this reference. Reference is made to subsection (e) of Item 2.01 to
this Report for information as to the members of the Lender who are affiliates
of the Company.

            (b) Pursuant to the Term Loan Agreement, Lender made a loan (the
"Loan") in the principal amount of $1,500,000, the proceeds of which were used
by the Company to finance the acquisition of Airborne. The Loan matures in 180
days from September 23, 2005 (the "Initial Maturity Date"); however, the Company
can extend the maturity date to September 23, 2006 (the "Final Maturity Date")
by prior notice to the Lender. The promissory note which evidences the Loan
bears interest at the annual rate of 4 1/4 % until the Initial Maturity Date
and, if extended, at the annual rate of 9 1/4 % until the Final Maturity Date.
Interest is payable monthly, while payment of principal is not due until the
Initial Maturity Date or the Final Maturity Date, whichever is applicable,
provided there is no Event of Default (as defined), in which event the Lender
may accelerate the indebtedness. The Company may be required to pay the amount
by which the then outstanding principal amount exceeds 75% of the Eligible
Accounts (as defined) of Airborne. As collateral for the Loan, Airborne granted
the Lender a security interest in its accounts receivable, all of its deposit
accounts (as such term is defined in the New York Uniform Commercial Code, all
monies now or hereafter in the possession or under the control of Airborne or
the Lender and all products and proceeds of the foregoing personal property. The
promissory note evidencing the Loan and the security agreement with respect to
the Lender's security interest are Exhibits A and B, respectively, to the Term
Loan Agreement, a copy of which, as indicated above, is filed as Exhibit 10.4 to
this Report, and the promissory note and security agreement are incorporated
herein by this reference. For information as to the warrant granted to the
Lender as additional consideration for making the Loan, reference is made to
Section 2 of Item 3.02 to this Report.


                                       3
<PAGE>

      The Term Loan Agreement also provides for certain negative covenants
relating to the Company and its subsidiaries (including now Airborne) incurring
indebtedness and liens; however, so long as the Company's 10% Senior Secured
Promissory Notes due March 31, 2008 or April 8, 2008 (the "Senior Notes") are
outstanding, these covenants are no more restrictive than those in the Senior
Notes. A copy of the form of the Senior Notes is filed (by incorporation by
reference) as Exhibit 4.1 hereto and is incorporated herein by this reference.

                        Section 2 - Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

      (a) On September 23, 2005, the Company closed the stock purchase from the
Shareholders pursuant to the Stock Purchase Agreement described in Section 1 of
Item 1.01 to this Report.

      (b) As a result of the stock purchase the Company acquired substantially
all of the assets of Airborne used in its business as a fixed base operator at
the Elmira-Corning Regional Airport in Horseheads, New York.

      (c) The selling shareholders were as reported in Section 1 of Item 1.01 to
this Report, i.e., John H. Dow and Daphne Dow, the Shareholders. There was no
material relationship between Airborne and the Shareholders, on the one part,
and the Company or any of its affiliates or any director or officer of the
Company, or any associate of any such director or officer, on the other part,
other than as disclosed in Section 1 of Item 1.01 to this Report.

      (d) At the closing the Company paid the Shareholders an aggregate of
$1,400,000 in cash and issued to them an aggregate of 2,333,334 shares of the
Common Stock, 1,166,667 shares to each of John H. Dow and Daphne Dow. The
Company was obligated, as a result of the negotiations resulting in the Stock
Purchase Agreement, to deliver to the Shareholders shares of the Common Stock
having an aggregate value of $700,000 and the number of shares was determined by
using the same price of $.30 per share as was used in the Company's private
placement closed on March and April 2005 as the conversion price of the
Company's Series A Convertible Stock, $0.001 par value (the "Series A Preferred
Stock".) The consent of the shares of the Series A Preferred Stock was obtained
in order to close the transaction with the Shareholders. A copy of the
Certificate of Designations relating to the Series A Preferred Stock is filed
(by incorporation by reference) as Exhibit 3(i) to this Report and is
incorporated herein by this reference.


                                       4
<PAGE>

      (e) The proceeds to fund the acquisition and its related costs came from a
loan of $1,500,000 made by Airport Capital, LLC, of which William B. Wachtel,
Chairman of the Board and a director of the Company, and Alvin S. Trenk, a
director of the Company, are two of the three members. The third member, who is
a stockholder of the Company, is not an affiliate of the Company. For more
information relating to this loan, see Section 4 of Item 1.01 to this Report.

                   Section 3 - Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

      1. Stock Purchase Agreement

      (a) On September 23, 2005, the Company issued an aggregate of 2,333,334
shares of the Common Stock.

      (b) There was no underwriter for the shares. As indicated in Section 1 of
Item 1.01 and Item 2.01 to this Report, the shares were issued to John H. Dow
and Daphne Dow (i.e., the Shareholders) as the shareholders of Airborne, as part
of the purchase price for all of the outstanding shares of capital stock of
Airborne, which the Shareholders owned.

      (c) See Section 1 of Item 1.01 and Item 2.01 to this Report for
information as to the consideration for issuance of the shares.

      (d) The Company claims that the issuance of the shares to the Shareholders
was exempt from the registration requirement of Section 5 of the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to the exemption of Section
4(2) of the Securities Act as a transaction not involving a public offering.
Each of the Shareholders represented to the Company that he or she was acquiring
the shares of the Common Stock for investment and not with a view toward, or in
connection with, any distribution of securities of the Company (as the term
"distribution" is contemplated under the Securities Act).

      (e) Not applicable.

      (f) Not applicable.


                                       5
<PAGE>

      2. Lender's Warrant

      (a) On September 23, 2005, the Company issued a warrant expiring September
22, 2010 (the "Lender's Warrant") to purchase 1,000,000 shares of the Common
Stock. A copy of the Lender's Warrant is filed as Exhibit 4.2 to this Report and
is incorporated herein.

      (b) There was no underwriter with respect to the issuance of the Lender's
Warrant. The Lender's Warrant was issued to Airport Capital, LLC (i.e., the
Lender).

      (c) The Lender's Warrant was issued in consideration of the Lender making
a loan of $1,500,000 to the Company. For information as to this loan, reference
is made to Section 4 of Item 1.01 to this Report.

      (d) The Company claims that the issuance of the Lender's Warrant was
exempt from the registration requirement of Section 5 of the Securities Act
pursuant to the exemption of Section 4(2) of the Securities Act as a transaction
not involving a public offering. The Lender represented to the Company that it
was acquiring the Lender's Warrant, and, unless registered under the Securities
Act at the time of exercise, the shares of the Common Stock issuable upon the
exercise of the Lender's Warrant, for investment and not with a view toward, or
in connection with, any distribution of securities of the Company (as the term
"distribution" is contemplated under the Securities Act).

      (e) The Lender's Warrant will be exercisable at $.60 per share (the
"Exercise Price") subject to adjustment. The Exercise Price will be adjusted on
a weighted average basis for (i) all stock splits, dividends, recapitalizations,
reclassifications, payments made to holders of the Common Stock and other
similar events and (ii) the sale by the Company of additional equity securities
at a price below the Exercise Price, whichever is applicable. These
anti-dilution provisions are the same as were contained in the warrants included
in units sold to investors in the Company's private placement closed in March
and April of 2005. The form of these investor warrants is filed (by
incorporation by reference) as Exhibit 4.3 to this Report and is incorporated
herein by this reference.

      (f) Not applicable.

      3. Option Grant

      (a) On September 23, 2005, the Board of Directors granted an option to
purchase 250,000 shares of the Common Stock.

      (b) There were no underwriters. An option to purchase 250,000 shares of
the Common Stock was granted to John H. Dow pursuant to his employment agreement
with Airborne and the Company (see Section 2 of Item 1.01 to this Report for
information as to the Dow Employment Agreement). See Item 5.02 to this Report
for information as to Mr. Dow's election as a director of the Company.


                                       6
<PAGE>

      (c) The option was not issued for cash and there were no underwriting
discounts or commissions. As indicated in subsection (b) above, the option was
issued in consideration of the services to be performed under the Dow Employment
Agreement for the Company and its subsidiaries by this officer of Airborne.

      (d) The Company claims that the grant of this option was exempt from the
registration requirement of Section 5 of the Securities Act pursuant to the
exemption of Section 4(2) of the Securities Act as a transaction not involving
a public offering. The optionee represented to the Company that he was acquiring
the option, and, if not registered under the Securities Act at the time, the
shares of the Common Stock issuable upon the exercise of the option, for
investment, and not with a view toward, or in connection with, a distribution
(as the term "distribution") is contemplated under the Securities Act).

      (e) The option is exercisable at $.33 per share, the closing sales price
on September 22, 2005. The option is exercisable, from time to time in its
entirety or in part, until September 22, 2010. The option will be made subject
to the Company's stock option plan when adopted.

      (f) Not applicable.

                 Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

      (a) Not applicable.

      (b) Not applicable.

      (c) Not applicable.

      (d)(i) By unanimous consent in lieu of meeting dated as of September 20,
2005, the Board of Directors elected John H. Dow as a director of the Company
effective with the closing of the acquisition of the Airborne shares (see Item
2.01 to this Report) which occurred on September 23, 2005, to serve as such
until the next Annual Meeting of Stockholders of the Company and until his
successor is duly elected and qualifies.

      (ii) In his employment agreement with the Company and Airborne (see
Section 2 of Item 1.01 to this Report) Mr. Dow agreed to serve as a director of
the Company for no additional consideration. Except for this provision, there is
no arrangement or understanding between Mr. Dow and any other person affiliated
with the Company relating to his selection as a director.

      (iii) As of this date, it is unlikely that Mr. Dow as an officer/employee
of Airborne will be named to any Committee of the Board of Directors of the
Company.


                                       7
<PAGE>

      (iv) Except for the memorandum of understanding between the Company and
Airborne described in Section 1 of Item 1.01 to this Report, his employment
agreement with the Company and Airborne described in Section 2 of Item 1.01 to
this Report (i.e., the Dow Employment Agreement), including the grant of an
option pursuant thereto as described in Section 3 of Item 3.02 to this Report,
his sale of shares of Airborne to the Company in exchange for cash and shares of
the Common Stock pursuant to the Stock Purchase Agreement as described in Item
2.01 to this Report and the Facility Lease as described in Section 3 of Item
1.01 to this Report, there have been no transactions during the last two years,
or proposed transactions, to which the Company was or is to be a party in which
Mr. Dow had, or is to have, a direct or direct material interest.

      (v) During the past five years Mr. Dow has been the President and Chief
Executive Officer of Airborne.

      (vi) Mr. Dow does not currently serve as a director of any other company
whose securities are registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, or which is registered as an investment
company pursuant to the Investment Act of 1940, as amended.

      (vii) There are no family relationship among Mr. Dow and any of the
directors or officers of the Company.

                  Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

      (a) Financial Statements of Business Acquired.

      The financial statements of Airborne, Inc. (see Item 2.01 of this Report)
will be filed by amendment no later than 71 days after the date this Report was
required to be filed.

      (b) Pro Forma Financial Information.

      Pro forma financial information with respect to the acquisition described
in Section 2.01 of this Report will be filed with the financial statements to be
filed pursuant to subsection (a) of this Item 9.01.

      (c) Exhibits

          Exhibit No.   Description
          -----------   -----------

          3(i)          Copy of Certificate of Designations. (1)

          4.1           Form of 10% Senior Secured Promissory Note due March 31,
                        2008 or April 8, 2008. (2)

          4.2           Copy of Warrant expiring September 22, 2010. (3)

          4.3           Form of investor warrant. (2)


                                       8
<PAGE>

          Exhibit No.   Description
          -----------   -----------

          10.1          Copy of Stock Purchase Agreement dated as of September
                        22, 2005 by and among Airborne, Inc., John H. Dow,
                        Daphne Dow and the Company (without a schedule or
                        exhibit). (3)

          10.2          Copy of Employment Agreement dated as of September 23,
                        2005 among John Dow, Airborne, Inc. and the Company. (3)

          10.3          Copy of Lease dated as of September 23, 2005 between
                        John H. Dow and Daphne Dow, as the Landlord, and
                        Airborne, Inc., as the Tenant. (3)

          10.4          Copy of Term Loan Agreement dated as of September 23,
                        2005 by and among the Company, Airborne, Inc., and
                        Airport Capital, LLC. (3)

--------------------

          (1)           Incorporated by reference to the Company's Annual Report
                        on Form 10-KSB for the fiscal year ended December 31,
                        2004.

          (2)           Incorporated by reference to the Company's Current
                        Report on Form 8-K filed on April 6, 2005.

          (3)           Filed herewith.

                                   Signatures

      Pursuant to the requirements of the Securities Exchange Act, the
registrant has caused this Report to be signed on its behalf by the undersigned
duly authorized.

                                       FBO Air, Inc.
                                       (Registrant)


Dated:   September 27, 2005            By /s/ Ronald J. Ricciardi
                                       -------------------------------------
                                       Ronald J. Ricciardi
                                       President and Chief Executive Officer


                                       9
<PAGE>

                                  FBO Air, Inc.
                             Index to Exhibits Filed
                                      with
                           Current Report on Form 8-K

Exhibit
Number   Description
------   -----------
                                                                            Page
                                                                            ----
4.2      Copy of Warrant expiring September 22, 2010 .....................  E-2

10.1     Copy of Stock Purchase Agreement dated as of September
         22, 2005 by and among Airborne, Inc., John H. Dow,
         Daphne Dow and the Company (without a schedule or
         exhibit) ........................................................  E-16

10.2     Copy of Employment Agreement dated as of September
         23, 2005 among John Dow, Airborne, Inc. and the
         Company .........................................................  E-66

10.3     Copy of Lease dated as of September 23, 2005 between
         John H. Dow and Daphne Dow, as the Landlord and
         Airborne, Inc., as the Tenant ...................................  E-78

10.4     Copy of Term Loan Agreement dated as of September 23,
         2005 by and among the Company, Airborne, Inc., and
         Airport Capital, LLC ............................................  E-96


                                       E-1
{"company-data": {"conformed-name": "FBO AIR, INC.", "cik": "0001128281", "assigned-sic": "8051", "irs-number": "870617649", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-56046", "film-number": "051108669"}, "business-address": {"street1": "9078 EAST CHARTER OAK", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260", "phone": "480.634.6565"}, "mail-address": {"street1": "9078 EAST CHARTER OAK", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260"}, "former-company": {"former-conformed-name": "SHADOWS BEND DEVELOPMENT INC", "date-changed": "20010220"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      Date of report (Date of earliest event reported): September 23, 2005

                                  FBO AIR, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
             ------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

      333-56046                                         87-0617649
------------------------                   ------------------------------------
(Commission File Number)                   (I.R.S. Employer Identification No.)

                101 Hangar Road
Wilkes-Barre/Scranton International Airport
                  Avoca, PA                               18641
-------------------------------------------             ----------
 (Address of Principal Executive Offices)               (Zip Code)

                                 (570) 414-1400
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-d(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT

                Section 1 - Registrant's Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

      1. Stock Purchase Agreement

            (a) On September 23, 2005, FBO Air, Inc., a Nevada corporation and
the registrant (the "Company"), executed a Stock Purchase Agreement dated as of
September 22, 2005 (the "Stock Purchase Agreement") with Airborne, Inc., a New
York corporation ("Airborne"), and Airborne's two shareholders, John H. Dow and
Daphne Dow (collectively, the "Shareholders"). Other than in respect of the
Stock Purchase Agreement, its related transactions and a prior memorandum of
understanding between the Company and Airborne pursuant to which the Company was
using Airborne's facility to hangar users' aircraft it was managing, there is no
material relationship among the Company or its affiliates, on the one hand, and
Airborne or the two Shareholders, on the other hand. A copy of the Stock
Purchase Agreement without exhibits or schedules is filed as Exhibit 10.1 to
this Report and is incorporated herein by this reference.

            (b) Pursuant to the Stock Purchase Agreement, the Company was to
purchase from the Shareholders all of the outstanding shares of the capital
stock of Airborne for an aggregate purchase price of $1,400,000 in cash and an
aggregate of 2,333,334 shares of the Company's Common Stock, $0.001 par value
(the "Common Stock"). As indicated in Item 2.01 to this Report, the shares of
Airborne were purchased by the Company from the Shareholders on September 23,
2005. Airborne has been conducting at the Elmira-Corning Regional Airport in the
State of New York a fixed based operation, which, among its services, Airborne
manages aircraft and sells charter time. Since September 23, 2005, Airborne has
continued its operations as before, but now as a wholly-owned subsidiary of the
Company.

      2. Employment Agreement

            Simultaneously with the closing of the Stock Purchase Agreement, the
Company and Airborne, having become a wholly-owned subsidiary of the Company,
entered into an employment agreement dated as of September 23, 2005 (the "Dow
Employment Agreement") with John H. Dow, one of the Shareholders, pursuant to
which Airborne agreed to employ Dow for a term of three years (subject to
automatic renewals for one-year periods unless terminated by either party within
90 days of the anniversary of the initial term or any renewal period) to serve
in the Office of the Chief Executive of Airborne. A copy of the Dow Employment
Agreement is filed as Exhibit 10.2 to this Report and is incorporated herein by
this reference. Airborne may terminate the employment for Cause (as defined) in
which event Airborne is only obligated to the date of termination. In addition
Mr. Dow may terminate his employment for Good Reason (as defined) or in the
event of a Change in Control (as defined). If either such termination occurs,
the Dow Employment Agreement specifies Airborne's further obligations.

                                       2
Pursuant to the Dow Employment Agreement, Mr. Dow's base annual salary is
$150,000 subject to such increases as the Board of Directors of Airborne may
authorize from time to time thereafter, and he is guaranteed an annual bonus
payment of $100,000, both the salary and bonus payment to be paid in equal
monthly installments. In addition, he may receive an annual performance bonus
based on the Board's evaluation of Airborne's performance and his performance.
Mr. Dow is to be granted by the Company an option each September 23 during the
initial term to purchase 250,000 shares of the Common Stock. For information as
to the first such grant, see Section 3 of Item 3.02 of this Report. Among other
fringe benefits, the Dow Employment Agreement obligates Airborne to maintain a
term life insurance policy on Mr. Dow's life in the amount of $1,000,000 with
one half of the proceeds on his death to go to his designated beneficiary or
beneficiaries and one half to Airborne.

      3. Lease

      Simultaneously with the closing of the Stock Purchase Agreement, Airborne,
having become a subsidiary of the Company, entered into a lease agreement dated
as of September 23, 2005 (the "Facility Lease"), as Tenant, with the
Shareholders, as Landlord. A copy of the Facility Lease is filed as Exhibit 10.3
to this Report and is incorporated herein by this reference. Pursuant to the
Facility Lease, Airborne will lease from the Shareholders the land located at
236 Sing Sing Road, Horseheads, New York, which was used by Airborne to operate
its business immediately prior to the closing of the Stock Purchase Agreement,
for a term of fifteen years (subject to renewals at the option of Airborne for
three five-year periods upon written notice by Airborne at least 60 days prior
to the expiration of the term). The annual rent payable under the Facility Lease
will be $160,582, payable in advance in equal monthly installments of
$13,381.83. Beginning on the fifth anniversary of the commencement date of the
Facility Lease and annually each year thereafter, the annual rent shall increase
or decrease by the increase or decrease in the Consumer Price Index.

      4. Term Loan Agreement

            (a) Simultaneously with the Closing the Company entered into a Term
Loan Agreement dated as of September 23, 2005 (the "Term Loan Agreement") with
Airport Capital, LLC, a New York limited liability company (the "Lender"), and
Airborne, having become a wholly-owned subsidiary of the Company. A copy of the
Term Loan Agreement is filed as Exhibit 10.4 to this Report and is incorporated
herein by this reference. Reference is made to subsection (e) of Item 2.01 to
this Report for information as to the members of the Lender who are affiliates
of the Company.

            (b) Pursuant to the Term Loan Agreement, Lender made a loan (the
"Loan") in the principal amount of $1,500,000, the proceeds of which were used
by the Company to finance the acquisition of Airborne. The Loan matures in 180
days from September 23, 2005 (the "Initial Maturity Date"); however, the Company
can extend the maturity date to September 23, 2006 (the "Final Maturity Date")
by prior notice to the Lender. The promissory note which evidences the Loan
bears interest at the annual rate of 4 1/4 % until the Initial Maturity Date
and, if extended, at the annual rate of 9 1/4 % until the Final Maturity Date.
Interest is payable monthly, while payment of principal is not due until the
Initial Maturity Date or the Final Maturity Date, whichever is applicable,
provided there is no Event of Default (as defined), in which event the Lender
may accelerate the indebtedness. The Company may be required to pay the amount
by which the then outstanding principal amount exceeds 75% of the Eligible
Accounts (as defined) of Airborne. As collateral for the Loan, Airborne granted
the Lender a security interest in its accounts receivable, all of its deposit
accounts (as such term is defined in the New York Uniform Commercial Code, all
monies now or hereafter in the possession or under the control of Airborne or
the Lender and all products and proceeds of the foregoing personal property. The
promissory note evidencing the Loan and the security agreement with respect to
the Lender's security interest are Exhibits A and B, respectively, to the Term
Loan Agreement, a copy of which, as indicated above, is filed as Exhibit 10.4 to
this Report, and the promissory note and security agreement are incorporated
herein by this reference. For information as to the warrant granted to the
Lender as additional consideration for making the Loan, reference is made to
Section 2 of Item 3.02 to this Report.

                                       3
The Term Loan Agreement also provides for certain negative covenants
relating to the Company and its subsidiaries (including now Airborne) incurring
indebtedness and liens; however, so long as the Company's 10% Senior Secured
Promissory Notes due March 31, 2008 or April 8, 2008 (the "Senior Notes") are
outstanding, these covenants are no more restrictive than those in the Senior
Notes. A copy of the form of the Senior Notes is filed (by incorporation by
reference) as Exhibit 4.1 hereto and is incorporated herein by this reference.

                        Section 2 - Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

      (a) On September 23, 2005, the Company closed the stock purchase from the
Shareholders pursuant to the Stock Purchase Agreement described in Section 1 of
Item 1.01 to this Report.

      (b) As a result of the stock purchase the Company acquired substantially
all of the assets of Airborne used in its business as a fixed base operator at
the Elmira-Corning Regional Airport in Horseheads, New York.

      (c) The selling shareholders were as reported in Section 1 of Item 1.01 to
this Report, i.e., John H. Dow and Daphne Dow, the Shareholders. There was no
material relationship between Airborne and the Shareholders, on the one part,
and the Company or any of its affiliates or any director or officer of the
Company, or any associate of any such director or officer, on the other part,
other than as disclosed in Section 1 of Item 1.01 to this Report.

      (d) At the closing the Company paid the Shareholders an aggregate of
$1,400,000 in cash and issued to them an aggregate of 2,333,334 shares of the
Common Stock, 1,166,667 shares to each of John H. Dow and Daphne Dow. The
Company was obligated, as a result of the negotiations resulting in the Stock
Purchase Agreement, to deliver to the Shareholders shares of the Common Stock
having an aggregate value of $700,000 and the number of shares was determined by
using the same price of $.30 per share as was used in the Company's private
placement closed on March and April 2005 as the conversion price of the
Company's Series A Convertible Stock, $0.001 par value (the "Series A Preferred
Stock".) The consent of the shares of the Series A Preferred Stock was obtained
in order to close the transaction with the Shareholders. A copy of the
Certificate of Designations relating to the Series A Preferred Stock is filed
(by incorporation by reference) as Exhibit 3(i) to this Report and is
incorporated herein by this reference.

                                       4
(e) The proceeds to fund the acquisition and its related costs came from a
loan of $1,500,000 made by Airport Capital, LLC, of which William B. Wachtel,
Chairman of the Board and a director of the Company, and Alvin S. Trenk, a
director of the Company, are two of the three members. The third member, who is
a stockholder of the Company, is not an affiliate of the Company. For more
information relating to this loan, see Section 4 of Item 1.01 to this Report.

                   Section 3 - Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

      1. Stock Purchase Agreement

      (a) On September 23, 2005, the Company issued an aggregate of 2,333,334
shares of the Common Stock.

      (b) There was no underwriter for the shares. As indicated in Section 1 of
Item 1.01 and Item 2.01 to this Report, the shares were issued to John H. Dow
and Daphne Dow (i.e., the Shareholders) as the shareholders of Airborne, as part
of the purchase price for all of the outstanding shares of capital stock of
Airborne, which the Shareholders owned.

      (c) See Section 1 of Item 1.01 and Item 2.01 to this Report for
information as to the consideration for issuance of the shares.

      (d) The Company claims that the issuance of the shares to the Shareholders
was exempt from the registration requirement of Section 5 of the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to the exemption of Section
4(2) of the Securities Act as a transaction not involving a public offering.
Each of the Shareholders represented to the Company that he or she was acquiring
the shares of the Common Stock for investment and not with a view toward, or in
connection with, any distribution of securities of the Company (as the term
"distribution" is contemplated under the Securities Act).

      (e) Not applicable.

      (f) Not applicable.

                                       5
2. Lender's Warrant

      (a) On September 23, 2005, the Company issued a warrant expiring September
22, 2010 (the "Lender's Warrant") to purchase 1,000,000 shares of the Common
Stock. A copy of the Lender's Warrant is filed as Exhibit 4.2 to this Report and
is incorporated herein.

      (b) There was no underwriter with respect to the issuance of the Lender's
Warrant. The Lender's Warrant was issued to Airport Capital, LLC (i.e., the
Lender).

      (c) The Lender's Warrant was issued in consideration of the Lender making
a loan of $1,500,000 to the Company. For information as to this loan, reference
is made to Section 4 of Item 1.01 to this Report.

      (d) The Company claims that the issuance of the Lender's Warrant was
exempt from the registration requirement of Section 5 of the Securities Act
pursuant to the exemption of Section 4(2) of the Securities Act as a transaction
not involving a public offering. The Lender represented to the Company that it
was acquiring the Lender's Warrant, and, unless registered under the Securities
Act at the time of exercise, the shares of the Common Stock issuable upon the
exercise of the Lender's Warrant, for investment and not with a view toward, or
in connection with, any distribution of securities of the Company (as the term
"distribution" is contemplated under the Securities Act).

      (e) The Lender's Warrant will be exercisable at $.60 per share (the
"Exercise Price") subject to adjustment. The Exercise Price will be adjusted on
a weighted average basis for (i) all stock splits, dividends, recapitalizations,
reclassifications, payments made to holders of the Common Stock and other
similar events and (ii) the sale by the Company of additional equity securities
at a price below the Exercise Price, whichever is applicable. These
anti-dilution provisions are the same as were contained in the warrants included
in units sold to investors in the Company's private placement closed in March
and April of 2005. The form of these investor warrants is filed (by
incorporation by reference) as Exhibit 4.3 to this Report and is incorporated
herein by this reference.

      (f) Not applicable.

      3. Option Grant

      (a) On September 23, 2005, the Board of Directors granted an option to
purchase 250,000 shares of the Common Stock.

      (b) There were no underwriters. An option to purchase 250,000 shares of
the Common Stock was granted to John H. Dow pursuant to his employment agreement
with Airborne and the Company (see Section 2 of Item 1.01 to this Report for
information as to the Dow Employment Agreement). See Item 5.02 to this Report
for information as to Mr. Dow's election as a director of the Company.

                                       6
(c) The option was not issued for cash and there were no underwriting
discounts or commissions. As indicated in subsection (b) above, the option was
issued in consideration of the services to be performed under the Dow Employment
Agreement for the Company and its subsidiaries by this officer of Airborne.

      (d) The Company claims that the grant of this option was exempt from the
registration requirement of Section 5 of the Securities Act pursuant to the
exemption of Section 4(2) of the Securities Act as a transaction not involving
a public offering. The optionee represented to the Company that he was acquiring
the option, and, if not registered under the Securities Act at the time, the
shares of the Common Stock issuable upon the exercise of the option, for
investment, and not with a view toward, or in connection with, a distribution
(as the term "distribution") is contemplated under the Securities Act).

      (e) The option is exercisable at $.33 per share, the closing sales price
on September 22, 2005. The option is exercisable, from time to time in its
entirety or in part, until September 22, 2010. The option will be made subject
to the Company's stock option plan when adopted.

      (f) Not applicable.

                 Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

      (a) Not applicable.

      (b) Not applicable.

      (c) Not applicable.

      (d)(i) By unanimous consent in lieu of meeting dated as of September 20,
2005, the Board of Directors elected John H. Dow as a director of the Company
effective with the closing of the acquisition of the Airborne shares (see Item
2.01 to this Report) which occurred on September 23, 2005, to serve as such
until the next Annual Meeting of Stockholders of the Company and until his
successor is duly elected and qualifies.

      (ii) In his employment agreement with the Company and Airborne (see
Section 2 of Item 1.01 to this Report) Mr. Dow agreed to serve as a director of
the Company for no additional consideration. Except for this provision, there is
no arrangement or understanding between Mr. Dow and any other person affiliated
with the Company relating to his selection as a director.

      (iii) As of this date, it is unlikely that Mr. Dow as an officer/employee
of Airborne will be named to any Committee of the Board of Directors of the
Company.

                                       7
(iv) Except for the memorandum of understanding between the Company and
Airborne described in Section 1 of Item 1.01 to this Report, his employment
agreement with the Company and Airborne described in Section 2 of Item 1.01 to
this Report (i.e., the Dow Employment Agreement), including the grant of an
option pursuant thereto as described in Section 3 of Item 3.02 to this Report,
his sale of shares of Airborne to the Company in exchange for cash and shares of
the Common Stock pursuant to the Stock Purchase Agreement as described in Item
2.01 to this Report and the Facility Lease as described in Section 3 of Item
1.01 to this Report, there have been no transactions during the last two years,
or proposed transactions, to which the Company was or is to be a party in which
Mr. Dow had, or is to have, a direct or direct material interest.

      (v) During the past five years Mr. Dow has been the President and Chief
Executive Officer of Airborne.

      (vi) Mr. Dow does not currently serve as a director of any other company
whose securities are registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, or which is registered as an investment
company pursuant to the Investment Act of 1940, as amended.

      (vii) There are no family relationship among Mr. Dow and any of the
directors or officers of the Company.

                  Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

      (a) Financial Statements of Business Acquired.

      The financial statements of Airborne, Inc. (see Item 2.01 of this Report)
will be filed by amendment no later than 71 days after the date this Report was
required to be filed.

      (b) Pro Forma Financial Information.

      Pro forma financial information with respect to the acquisition described
in Section 2.01 of this Report will be filed with the financial statements to be
filed pursuant to subsection (a) of this Item 9.01.

      (c) Exhibits

          Exhibit No.   Description
          -----------   -----------

          3(i)          Copy of Certificate of Designations. (1)

          4.1           Form of 10% Senior Secured Promissory Note due March 31,
                        2008 or April 8, 2008. (2)

          4.2           Copy of Warrant expiring September 22, 2010. (3)

          4.3           Form of investor warrant. (2)

                                       8
Exhibit No.   Description
          -----------   -----------

          10.1          Copy of Stock Purchase Agreement dated as of September
                        22, 2005 by and among Airborne, Inc., John H. Dow,
                        Daphne Dow and the Company (without a schedule or
                        exhibit). (3)

          10.2          Copy of Employment Agreement dated as of September 23,
                        2005 among John Dow, Airborne, Inc. and the Company. (3)

          10.3          Copy of Lease dated as of September 23, 2005 between
                        John H. Dow and Daphne Dow, as the Landlord, and
                        Airborne, Inc., as the Tenant. (3)

          10.4          Copy of Term Loan Agreement dated as of September 23,
                        2005 by and among the Company, Airborne, Inc., and
                        Airport Capital, LLC. (3)

--------------------

          (1)           Incorporated by reference to the Company's Annual Report
                        on Form 10-KSB for the fiscal year ended December 31,
                        2004.

          (2)           Incorporated by reference to the Company's Current
                        Report on Form 8-K filed on April 6, 2005.

          (3)           Filed herewith.

                                   Signatures

      Pursuant to the requirements of the Securities Exchange Act, the
registrant has caused this Report to be signed on its behalf by the undersigned
duly authorized.

                                       FBO Air, Inc.
                                       (Registrant)

Dated:   September 27, 2005            By /s/ Ronald J. Ricciardi
                                       -------------------------------------
                                       Ronald J. Ricciardi
                                       President and Chief Executive Officer

                                       9
FBO Air, Inc.
                             Index to Exhibits Filed
                                      with
                           Current Report on Form 8-K

Exhibit
Number   Description
------   -----------
                                                                            Page
                                                                            ----
4.2      Copy of Warrant expiring September 22, 2010 .....................  E-2

10.1     Copy of Stock Purchase Agreement dated as of September
         22, 2005 by and among Airborne, Inc., John H. Dow,
         Daphne Dow and the Company (without a schedule or
         exhibit) ........................................................  E-16

10.2     Copy of Employment Agreement dated as of September
         23, 2005 among John Dow, Airborne, Inc. and the
         Company .........................................................  E-66

10.3     Copy of Lease dated as of September 23, 2005 between
         John H. Dow and Daphne Dow, as the Landlord and
         Airborne, Inc., as the Tenant ...................................  E-78

10.4     Copy of Term Loan Agreement dated as of September 23,
         2005 by and among the Company, Airborne, Inc., and
         Airport Capital, LLC ............................................  E-96

                                       E-1