SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WACHTEL WILLIAM B

(Last)

(First)

(Middle)

110 EAST 59TH ST

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FBO AIR, INC. [ FBOR.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value per share⁽¹⁾	03/31/2005⁽¹⁾	⁽¹⁾	P⁽¹⁾		1,339,445⁽¹⁾	D⁽¹⁾	⁽¹⁾	1,339,445⁽¹⁾	D⁽¹⁾
Common Stock, $.01 par value per share	10/28/2005		P		847,520	A	$0.12	2,186,965	I	See footnote.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock⁽¹⁾	$0.3⁽¹⁾	03/31/2005⁽¹⁾		A⁽¹⁾		42⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock, $.01 par value per share⁽¹⁾	1,383,333⁽¹⁾	⁽¹⁾	1,383,333⁽¹⁾	D
Common Stock Purchase Warrant⁽¹⁾	$0.6⁽¹⁾	03/31/2005⁽¹⁾		A⁽¹⁾		208,336⁽¹⁾		⁽¹⁾	03/31/2010⁽¹⁾	Common Stock, $.01 par value per share⁽¹⁾	208,336⁽¹⁾	⁽¹⁾	1,591,669⁽¹⁾	D
Common Stock Purchase Warrant	$0.6	09/23/2005⁽³⁾		A		800,000		⁽⁵⁾	09/22/2010	Common Stock, $.01 par value per share	800,000	⁽²⁾	2,391,669	I	See footnote.⁽⁴⁾

Explanation of Responses:

1. Previously reported.

2. The securities are held by Euro American Investment Corp. The Reporting Person is the sole stockholder, director and officer of the holder.

3. The Reporting Person is the owner of 66.67% of the membership interests in Airport Capital, LLC, the holder of a note made by the Company in the original principal amount of $1,500,000. Airport Capital, LLC was issued a warrant for 1.2 million shares of common stock in consideration of the loan.

4. As stated in footnote #3, Airport Capital, LLC was issued a warrant for one million two hundred thousand shares of Common Stock. The Reporting Person is the holder of 66.67% of the membership interests in Airport Capital, LLC.

5. Immediately.

	/s/ William B. Wachtel	10/28/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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