UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K

                                   (Mark One)


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number: 333-28249
                                 PRIME AIR, INC.

               (Exact name of Registrant as specified in charter)

            NEVADA                                      Applied  For
State  or  other  jurisdiction  of               I.R.S.  Employer  I.D.  No.
incorporation  or  organization

  Suite 601 - 938 Howe Street, Vancouver, British Columbia, CANADA     V6Z 1N9
            (Address  of  principal  executive  offices)             (Zip  Code)

Issuer's  telephone  number,  including  area  code:  (604)  684-5700


           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
          Title of each class Name of each exchange on which registered
                                    None N/A
        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

Check  whether  the  Issuer  (1)  has  filed all reports required to be filed by
section  13  or  15(d) of the Exchange Act of 1934 during the past 12 months (or
for  such shorter period that the registrant was required to file such reports),
and  (2)  has  been subject to such fling requirements for the past 90 days. (1)
Yes  [X  ]  No  [  ]  (2)  Yes  [X]  No  [  ]

Check  if  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  is  not contained in this form, and no disclosure will be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by reference in Part III of this Form 8-K or any amendment to this
Form  8-K.  [N/A]


                                       (i)


TABLE  OF  CONTENTS
-------------------
                                PRIME AIR, INC.
                                      INDEX

                                                              PAGE NO.

                                    PART III

     ITEM 6.          Exhibits and Reports on Form 8-K          3
                      Signatures                                4




ITEM  6.  CHANGES  IN  DIRECTORS

     On  March  19, 2004, the company announced the addition of Dr. Albert Bruno
as  a  director  and  the  resignation  of  Wayne  Koch  from  the  board.


(B)     Index  to  Exhibits.

The  following  is  a  list  of  all exhibits filed as part of this Report:

     EXHIBIT     DESCRIPTION OF
     NUMBER      DOCUMENT
     -------     --------

        *1       Power  of  Attorney  (included  on  signature  page).

*Filed  herewith.



                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  Registrant  has duly caused this Report to be signed on its
behalf  by the undersigned, thereunto duly authorized, in the City of Vancouver,
province  of  British  Columbia,  on  the  19th  day  of  March  2004.


                                                   Prime Air, Inc.

                                                   By: /s/ Blaine Haug
                                                       -----------------
                                                       Blaine Haug
                                                       Chairman of the Board and
                                                       Chief Executive Officer

KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes  and  appoints  Blaine  Haug,  his true and lawful attorney-in-fact,
proxy and agent, with full power of substitution and reconstitution, for him and
in his name, place and stead, in any and all capacities, to act on, sign any and
all parts of or amendments to this Quarterly Report on Form 8-K, and to file the
same,  with  all  exhibits  thereto and other documents in connection therewith,
with  the  Securities  and  Exchange  Commission,  granting  unto  said
attorneys-in-fact, proxies and agents, and each of them individually, full power
and  authority  to  do  and  perform  each and every act and thing necessary and
appropriate  to be done in and about the premises, as fully as he might or could
do  in  person,  hereby  approving,  ratifying  and  confirming  all  that  said
attorneys-in-fact,  proxies and agents or any of his, her or their substitute or
substitutes,  may  lawfully  do  or  cause  to  be  done  by  virtue  hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has  been  signed below by the following persons on behalf of the Registrant and
in  the  capacities  indicated.

     SIGNATURE(S)                   TITLE(S)                        DATE
     ------------                   --------                        ----
/s/  Blaine  Haug          Chairman  of  the Board and         March 19, 2004
-----------------          Chief  Executive  Officer
Blaine  Haug