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): April 8, 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.)

  9078 East Charter Oak, Scottsdale, AZ                   85260
----------------------------------------   -------------------------------------
(Address of Principal Executive Offices)                (Zip Code)

                                 (480) 634-6565
              ----------------------------------------------------
              (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>

                   Section 3 - Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

            (a) As previously reported, on March 31, 2005 (the "Initial Closing
Date"), FBO Air, Inc. (the "Company") sold 42.65295 units (the "Units"), each
Unit consisting of: (i) a 10% Senior Secured Promissory Note due March 31, 2008
(the "Secured Note") in the principal amount of $25,000; (ii) ten shares of the
Company's Series A Convertible Preferred Stock, $0.001 par value (the
"Convertible Preferred Stock"); and (iii) a warrant expiring March 30, 2010 (the
"Investors Warrant") to purchase 50,000 shares of the Company's Common Stock,
$0.001 per value (the "Common Stock"). As a result of this closing, the Company
issued on the Initial Closing Date $1,066,325 in aggregate principal amount of
the Secured Notes, 426 shares of the Convertible Preferred Stock and Investor
Warrants to purchase an aggregate of 2,132,651 shares of the Common Stock.
Copies of the forms of Secured Note and Investor Warrant are filed (by
incorporation by reference) as Exhibits 4.1 and 4.2, respectively, to this
Report and are incorporated herein by this reference. A copy of the General
Security Agreement dated as of March 31, 2005 (the "Security Agreement") is
filed (by incorporation by reference) as Exhibit 4.3 to this Report and is
incorporated herein by this reference. A copy of the Certificate of Designations
creating the Convertible Preferred Stock is filed (by incorporation by
reference) as Exhibit 3(i)(1) and is incorporated herein by this reference.

            There was no underwriter for the Units in connection with the
Closing on the Initial Closing Date, although Laidlaw & Company (UK) Ltd.
("Laidlaw") had acted as the non-exclusive placement agent for this private
placement (the "Offering") on a "reasonable efforts $3,000,000 all-or-none"
basis. The Offering was conditioned upon investors purchasing a minimum of 40
Units for an aggregate purchase price of $3,000,000. The Offering contemplated
that the Company may, from time to time through May 15, 2005 (the "Final Closing
Date"), accept at closings (the "Closings") additional subscriptions for up to
an aggregate of 60 Units for an aggregate purchase price of $4,500,000. As a
result of the sales of Units at the Closing on the Initial Closing Date, the
Company was authorized to continue to offer up to an additional 17.34705 Units
through the Final Closing Date. The Offering was made to "accredited investors"
(as such term is defined in Rule 501(a) of Regulation D under the Securities
Act) of 1933, as amended (the "Securities Act").

            On April 8, 2005 (the "Second Closing Date"), the Company sold an
additional 15.99998 Units and issued additional Secured Notes in the aggregate
principal amount of $399,999, 159 additional shares of the Convertible Preferred
Stock and additional Investor Warrants to purchase on aggregate of 800,001
shares of the Common Stock.

            In addition, on April 8, 2005, two subscribers have submitted
subscription agreements and payments for an additional 1.2 Units, which payments
had not cleared on the Second Closing Date. Their checks, subsequent to the
Second Closing Date, cleared. Accordingly, the Company will issue to them on
April 15, 2005 (the "Third Closing Date") Secured Notes in the aggregate
principal amount of $30,000, an aggregate of 12 shares of the Convertible
Preferred Stock and Investor Warrants to purchase an aggregate of 60,000 shares
of the Common Stock. As a result of the Closing on the Third Closing Date, the
Company will have sold in the Offering an aggregate of 59.85293 Units of the
maximum 60 Units and the Company and Laidlaw have agreed to close out the
Offering as of the Third Closing Date and not wait until May 15, 2005 (i.e., the
Final Closing Date). As a result of the Company's sales on the Initial Closing
Date, the Second Closing Date and the Third Closing Date, the Company will have
issued Secured Notes in the aggregate principal amount of $1,496,324, an
aggregate of 597 shares of the Convertible Preferred Stock and Investor Warrants
to purchase an aggregate of 2,992,652 shares of the Common Stock.


                                       2
<PAGE>

      As previously reported, on the Initial Closing Date the Company sold 128
shares of the Convertible Preferred Stock to Co-Investors. As a result, the
Company, as of April 15, 2005, will have issued an aggregate of 725 shares of
the Convertible Preferred Stock.

            (b) As indicated above in subsection (a) of this Item 3.02 to this
Report there was no underwriter for the Units and Laidlaw continued to act as
the non-exclusive placement agent for the Offering. The Units continued to be
offered only to "accredited investors" (as such term is defined in Rule 501(a)
of Regulation D under the Securities Act), some of whom had purchased Units on
the Initial Closing Date.

            (c) The Units were offered at $75,000 per Unit; however, the Company
and Laidlaw reserved the right to accept subscriptions for partial Units and did
in fact do so on both the Second Closing Date and the Third Closing Date. As a
result, the total offering price on the Second Closing Date was $1,290,000, of
which $1,200,000 was received, and $90,000 was received on the Third Closing
Date. There were no underwriting discounts or commissions. However, Laidlaw was
entitled to receive, at any Closing on or prior to the Final Closing Date: (i) a
cash fee of 10% of the gross proceeds delivered at each Closing and (ii) a
warrant expiring March 30, 2010 (the "Agent's Warrant") to purchase 10% of the
shares of the Common Stock underlying the shares of the Convertible Preferred
Stock and the Investors Warrants issued at each closing. The Agent's Warrant is
similar in terms to the Investor Warrant, a copy of the form of which, as
indicated above, is filed (by incorporation by reference) as Exhibit 4.2 hereto.
As a result of the Closing on the Second Closing Date, the Company paid to
Laidlaw a cash fee of $120,000 and issued to Laidlaw an Agent's Warrant to
purchase 610,000 shares of the Common Stock. On the Third Closing Date, the
Company will pay Laidlaw a cash fee of $9,000 and will issue to Laidlaw an
Agent's Warrant to purchase 46,000 shares of the Common Stock. As previously
reported on the Initial Closing Date, the Company also paid Laidlaw a
non-accountable expense reimbursement of $35,000.

            At the Initial Closing Date, the Company paid Laidlaw a cash fee of
$319,898. Accordingly, with respect to the Offering, the Company paid Laidlaw
cash fees in the aggregate amount of $448,898, plus the non-accountable expense
allowance of $35,000, and issued Agent's Warrants to purchase an aggregate of
2,289,265 shares of the Common Stock.

            (d) The Company claims that the Offering 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 and Rule 506 of Regulation D
promulgated thereunder as a transaction not involving a public offering. Each
investor represented to the Company that he, she or it was acquiring the Units,
and, unless registered under the Securities Act at that time, the shares of the
Common Stock issuable upon the conversions of the shares of the Convertible
Preferred Stock and the exercises of the Investor Warrants, for investment and
not with a view toward, or in connection with, any distribution of securities of
the Company (as the term "distributions" is contemplated under the Securities
Act). Laidlaw made a similar investment representation to the Company with
respect to the Agent's Warrant issued to it on the Second Closing Date and the
shares of the Common Stock issuable upon the exercise thereof.


                                       3
<PAGE>

            (e) The following terms are applicable to the conversions of shares
of the Convertible Preferred Stock and the exercises of the Investor Warrants
and the Agent's Warrants:

                  (i) Convertible Preferred Stock - Optional Conversion. From
time to time after issuance a holder may convert a share of the Convertible
Preferred Stock into that number of shares of the Common Stock determined by
dividing the Stated Value of a share of the Convertible Preferred Stock
($10,000) by the Conversion Price (the Initial Conversion Price is $.30 per
share). Accordingly, subject to the anti-dilution provisions described below in
subsection (1)(e)(iv) of this Item 3.02, a share of the Convertible Preferred
Stock would be convertible into 33,333 shares of the Common Stock.

                  (ii) Convertible Preferred Stock - Mandatory Conversion.
Shares of the Convertible Preferred Stock shall automatically convert into
shares of the Common Stock upon the occurrence of one of the following events (a
"Mandatory Conversion Event"): (1) upon the sale by the Company of its equity
securities resulting in the receipt by the Company of no less than $5,000,000 in
gross proceeds, excluding the Offering, (a "Qualified Follow-On Offering") or
(2) at such time as the closing bid price for the Common Stock has equaled or
exceeded 2.5 times the Initial Conversion Price of $.30 (i.e., $.75) for a
period of 20 consecutive trading days prior to the date of the Mandatory
Conversion provided that: (A) the Common Stock shall have traded no less than
200,000 shares per trading day for no less than 20 consecutive trading days
prior to the date of the Mandatory Conversion and (B) the shares issued upon
conversion are fully registered for resale pursuant to an effective registration
statement under the Securities Act and are not subject to a lock-up agreement
requested by the Company, its underwriters or placement agents. In the event of
a Mandatory Conversion due to a Qualified Follow-On Offering, the holder may
convert his, her or its shares of the Convertible Preferred Stock into (x)
shares of the Common Stock at the Conversion Price in effect on the date of the
Mandatory Conversion Event or (y) the securities being sold in the Qualified
Follow-On Offering at the same price that such securities are being sold in such
Qualified Follow-On Offering, the purchase price therefor to be paid by the
holder converting the Stated Value and accrued but unpaid dividends on the
shares of the Convertible Preferred Stock so converted, but each holder who so
converts into such securities shall receive an additional ten percent of the
identical securities of the Qualified Follow-On Offering that such person
converted into in the Qualified Follow-On Offering.

                  (iii) The Investor Warrants and the Agent's Warrants will be
exercisable at $.60 per share (the "Exercise Price") subject to adjustment as
provided in subsection (1)(e)(iv) of this Item 3.02.


                                       4
<PAGE>

                  (iv) Both the Conversion Price and the Exercise Price will be
adjusted on a weighted average basis for (1) all stock splits, dividends,
recapitalization terms, reclassifications, payments made to holders of the
Common Stock and other similar events and (2) the sale by the Company of
additional equity securities at a price below the Conversion Price or the
Exercise Price, whichever is applicable.

            (b) Not applicable.

                  Section 9 - Financial Statements and Exhibits

Item 9.0.1 Financial Statements and Exhibits

      (a)   Financial Statements of Business Acquired.

            Not applicable.

      (b)   Pro Forma Financial Information.

            Not applicable.

      (c)   Exhibits

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

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

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

            4.2           Form of Investor Warrant. (2)

            4.3           Copy of General Security Agreement dated as of March
                          31, 2005. (2)

----------
(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.


                                       5
<PAGE>

                                   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:  April 13, 2005                    By:  /s/ Ronald J. Ricciardi
                                          -------------------------------------
                                          Ronald J. Ricciardi
                                          President and Chief Executive Officer


                                       6
{"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": "05751656"}, "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): April 8, 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.)

  9078 East Charter Oak, Scottsdale, AZ                   85260
----------------------------------------   -------------------------------------
(Address of Principal Executive Offices)                (Zip Code)

                                 (480) 634-6565
              ----------------------------------------------------
              (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))
Section 3 - Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

            (a) As previously reported, on March 31, 2005 (the "Initial Closing
Date"), FBO Air, Inc. (the "Company") sold 42.65295 units (the "Units"), each
Unit consisting of: (i) a 10% Senior Secured Promissory Note due March 31, 2008
(the "Secured Note") in the principal amount of $25,000; (ii) ten shares of the
Company's Series A Convertible Preferred Stock, $0.001 par value (the
"Convertible Preferred Stock"); and (iii) a warrant expiring March 30, 2010 (the
"Investors Warrant") to purchase 50,000 shares of the Company's Common Stock,
$0.001 per value (the "Common Stock"). As a result of this closing, the Company
issued on the Initial Closing Date $1,066,325 in aggregate principal amount of
the Secured Notes, 426 shares of the Convertible Preferred Stock and Investor
Warrants to purchase an aggregate of 2,132,651 shares of the Common Stock.
Copies of the forms of Secured Note and Investor Warrant are filed (by
incorporation by reference) as Exhibits 4.1 and 4.2, respectively, to this
Report and are incorporated herein by this reference. A copy of the General
Security Agreement dated as of March 31, 2005 (the "Security Agreement") is
filed (by incorporation by reference) as Exhibit 4.3 to this Report and is
incorporated herein by this reference. A copy of the Certificate of Designations
creating the Convertible Preferred Stock is filed (by incorporation by
reference) as Exhibit 3(i)(1) and is incorporated herein by this reference.

            There was no underwriter for the Units in connection with the
Closing on the Initial Closing Date, although Laidlaw & Company (UK) Ltd.
("Laidlaw") had acted as the non-exclusive placement agent for this private
placement (the "Offering") on a "reasonable efforts $3,000,000 all-or-none"
basis. The Offering was conditioned upon investors purchasing a minimum of 40
Units for an aggregate purchase price of $3,000,000. The Offering contemplated
that the Company may, from time to time through May 15, 2005 (the "Final Closing
Date"), accept at closings (the "Closings") additional subscriptions for up to
an aggregate of 60 Units for an aggregate purchase price of $4,500,000. As a
result of the sales of Units at the Closing on the Initial Closing Date, the
Company was authorized to continue to offer up to an additional 17.34705 Units
through the Final Closing Date. The Offering was made to "accredited investors"
(as such term is defined in Rule 501(a) of Regulation D under the Securities
Act) of 1933, as amended (the "Securities Act").

            On April 8, 2005 (the "Second Closing Date"), the Company sold an
additional 15.99998 Units and issued additional Secured Notes in the aggregate
principal amount of $399,999, 159 additional shares of the Convertible Preferred
Stock and additional Investor Warrants to purchase on aggregate of 800,001
shares of the Common Stock.

            In addition, on April 8, 2005, two subscribers have submitted
subscription agreements and payments for an additional 1.2 Units, which payments
had not cleared on the Second Closing Date. Their checks, subsequent to the
Second Closing Date, cleared. Accordingly, the Company will issue to them on
April 15, 2005 (the "Third Closing Date") Secured Notes in the aggregate
principal amount of $30,000, an aggregate of 12 shares of the Convertible
Preferred Stock and Investor Warrants to purchase an aggregate of 60,000 shares
of the Common Stock. As a result of the Closing on the Third Closing Date, the
Company will have sold in the Offering an aggregate of 59.85293 Units of the
maximum 60 Units and the Company and Laidlaw have agreed to close out the
Offering as of the Third Closing Date and not wait until May 15, 2005 (i.e., the
Final Closing Date). As a result of the Company's sales on the Initial Closing
Date, the Second Closing Date and the Third Closing Date, the Company will have
issued Secured Notes in the aggregate principal amount of $1,496,324, an
aggregate of 597 shares of the Convertible Preferred Stock and Investor Warrants
to purchase an aggregate of 2,992,652 shares of the Common Stock.

                                       2
As previously reported, on the Initial Closing Date the Company sold 128
shares of the Convertible Preferred Stock to Co-Investors. As a result, the
Company, as of April 15, 2005, will have issued an aggregate of 725 shares of
the Convertible Preferred Stock.

            (b) As indicated above in subsection (a) of this Item 3.02 to this
Report there was no underwriter for the Units and Laidlaw continued to act as
the non-exclusive placement agent for the Offering. The Units continued to be
offered only to "accredited investors" (as such term is defined in Rule 501(a)
of Regulation D under the Securities Act), some of whom had purchased Units on
the Initial Closing Date.

            (c) The Units were offered at $75,000 per Unit; however, the Company
and Laidlaw reserved the right to accept subscriptions for partial Units and did
in fact do so on both the Second Closing Date and the Third Closing Date. As a
result, the total offering price on the Second Closing Date was $1,290,000, of
which $1,200,000 was received, and $90,000 was received on the Third Closing
Date. There were no underwriting discounts or commissions. However, Laidlaw was
entitled to receive, at any Closing on or prior to the Final Closing Date: (i) a
cash fee of 10% of the gross proceeds delivered at each Closing and (ii) a
warrant expiring March 30, 2010 (the "Agent's Warrant") to purchase 10% of the
shares of the Common Stock underlying the shares of the Convertible Preferred
Stock and the Investors Warrants issued at each closing. The Agent's Warrant is
similar in terms to the Investor Warrant, a copy of the form of which, as
indicated above, is filed (by incorporation by reference) as Exhibit 4.2 hereto.
As a result of the Closing on the Second Closing Date, the Company paid to
Laidlaw a cash fee of $120,000 and issued to Laidlaw an Agent's Warrant to
purchase 610,000 shares of the Common Stock. On the Third Closing Date, the
Company will pay Laidlaw a cash fee of $9,000 and will issue to Laidlaw an
Agent's Warrant to purchase 46,000 shares of the Common Stock. As previously
reported on the Initial Closing Date, the Company also paid Laidlaw a
non-accountable expense reimbursement of $35,000.

            At the Initial Closing Date, the Company paid Laidlaw a cash fee of
$319,898. Accordingly, with respect to the Offering, the Company paid Laidlaw
cash fees in the aggregate amount of $448,898, plus the non-accountable expense
allowance of $35,000, and issued Agent's Warrants to purchase an aggregate of
2,289,265 shares of the Common Stock.

            (d) The Company claims that the Offering 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 and Rule 506 of Regulation D
promulgated thereunder as a transaction not involving a public offering. Each
investor represented to the Company that he, she or it was acquiring the Units,
and, unless registered under the Securities Act at that time, the shares of the
Common Stock issuable upon the conversions of the shares of the Convertible
Preferred Stock and the exercises of the Investor Warrants, for investment and
not with a view toward, or in connection with, any distribution of securities of
the Company (as the term "distributions" is contemplated under the Securities
Act). Laidlaw made a similar investment representation to the Company with
respect to the Agent's Warrant issued to it on the Second Closing Date and the
shares of the Common Stock issuable upon the exercise thereof.

                                       3
(e) The following terms are applicable to the conversions of shares
of the Convertible Preferred Stock and the exercises of the Investor Warrants
and the Agent's Warrants:

                  (i) Convertible Preferred Stock - Optional Conversion. From
time to time after issuance a holder may convert a share of the Convertible
Preferred Stock into that number of shares of the Common Stock determined by
dividing the Stated Value of a share of the Convertible Preferred Stock
($10,000) by the Conversion Price (the Initial Conversion Price is $.30 per
share). Accordingly, subject to the anti-dilution provisions described below in
subsection (1)(e)(iv) of this Item 3.02, a share of the Convertible Preferred
Stock would be convertible into 33,333 shares of the Common Stock.

                  (ii) Convertible Preferred Stock - Mandatory Conversion.
Shares of the Convertible Preferred Stock shall automatically convert into
shares of the Common Stock upon the occurrence of one of the following events (a
"Mandatory Conversion Event"): (1) upon the sale by the Company of its equity
securities resulting in the receipt by the Company of no less than $5,000,000 in
gross proceeds, excluding the Offering, (a "Qualified Follow-On Offering") or
(2) at such time as the closing bid price for the Common Stock has equaled or
exceeded 2.5 times the Initial Conversion Price of $.30 (i.e., $.75) for a
period of 20 consecutive trading days prior to the date of the Mandatory
Conversion provided that: (A) the Common Stock shall have traded no less than
200,000 shares per trading day for no less than 20 consecutive trading days
prior to the date of the Mandatory Conversion and (B) the shares issued upon
conversion are fully registered for resale pursuant to an effective registration
statement under the Securities Act and are not subject to a lock-up agreement
requested by the Company, its underwriters or placement agents. In the event of
a Mandatory Conversion due to a Qualified Follow-On Offering, the holder may
convert his, her or its shares of the Convertible Preferred Stock into (x)
shares of the Common Stock at the Conversion Price in effect on the date of the
Mandatory Conversion Event or (y) the securities being sold in the Qualified
Follow-On Offering at the same price that such securities are being sold in such
Qualified Follow-On Offering, the purchase price therefor to be paid by the
holder converting the Stated Value and accrued but unpaid dividends on the
shares of the Convertible Preferred Stock so converted, but each holder who so
converts into such securities shall receive an additional ten percent of the
identical securities of the Qualified Follow-On Offering that such person
converted into in the Qualified Follow-On Offering.

                  (iii) The Investor Warrants and the Agent's Warrants will be
exercisable at $.60 per share (the "Exercise Price") subject to adjustment as
provided in subsection (1)(e)(iv) of this Item 3.02.

                                       4
(iv) Both the Conversion Price and the Exercise Price will be
adjusted on a weighted average basis for (1) all stock splits, dividends,
recapitalization terms, reclassifications, payments made to holders of the
Common Stock and other similar events and (2) the sale by the Company of
additional equity securities at a price below the Conversion Price or the
Exercise Price, whichever is applicable.

            (b) Not applicable.

                  Section 9 - Financial Statements and Exhibits

Item 9.0.1 Financial Statements and Exhibits

      (a)   Financial Statements of Business Acquired.

            Not applicable.

      (b)   Pro Forma Financial Information.

            Not applicable.

      (c)   Exhibits

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

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

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

            4.2           Form of Investor Warrant. (2)

            4.3           Copy of General Security Agreement dated as of March
                          31, 2005. (2)

----------
(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.

                                       5
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:  April 13, 2005                    By:  /s/ Ronald J. Ricciardi
                                          -------------------------------------
                                          Ronald J. Ricciardi
                                          President and Chief Executive Officer

                                       6