SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





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


**AMENDMENT
      NO. 2 TO FORM 10-KSB**


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





Annual
      Report Under Section 13 or 15(d) of the





SECURITIES
      EXCHANGE ACT OF 1934





[X]  ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      Fiscal Year Ended


December
      31, 2005





Commission
      File #0-30329





**SERVICE
      AIR GROUP, INC.**


(Exact
      name of registrant as specified in its charter)





New
      Jersey


(State
      or
      other jurisdiction of incorporation or organization)





22-3719171


(IRS
      Employer Identification Number)





7164-120th
                Street, Surrey, BC, Canada
            V3W
                3M8(Address
                of principal executive offices)
            (Zip
                Code)





(604)722-2147


(Registrant's
      telephone no., including area code)





SEGWAY
      V
      CORP.


(Former
      name, former address and former fiscal year,


if
      changed since last report)


Securities
      registered pursuant to Section 12(b) of the Act: None





Securities
      registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par
      value





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes £ No S




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B not contained in this form, and no disclosure will be contained,
      to the best of the registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. ( )





Revenues
      for year ended December 31, 2005: $ 0





Aggregate
      market value of the voting common stock held by non-affiliates of the registrant
      as of Dec 31, 2005, was: $ 0





Number
      of
      shares of the registrant's common stock outstanding as of Dec 31, 2005 is:
      5,250,000.





We
      do not
      have a Transfer Agent.













**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**





GENERAL





Segway
      V
      Corp., was incorporated March 31, 2000, under the laws of the State of New
      Jersey to engage in any lawful corporate undertaking, including, but not limited
      to, selected mergers and acquisitions. The Company has been in the developmental
      stage since its inception till year-end 2003, when it changed its name to
      Service Air Group, Inc. (SAG). The controlling shares were acquired by the
      current CFO. His plan was to acquire a significant shareholding interest in
      Service Air Group Inc. (Canada), an operating company. Due to certain compliance
      requirements, management is in the process of restructuring its inter-company
      relationship.




EMPLOYEES





As
      of
      Dec, 31, 2005, we had no Employees.





**ITEM
      2. DESCRIPTION OF PROPERTY**





Service
      Air headquarters office is located at the South Terminal, Vancouver
      International Airport (YVR) in approximately 5,000 square feet of leased space.
      The lease is competitive for similar facilities in the area. Our office facility
      contains 2- floors, main floor has lobby, boardroom, technical & operation
      control room, crew training room; the top floor is dedicated to administrative
      activities.





**ITEM
      3. LEGAL PROCEEDINGS**





There
      is
      no litigation pending or threatened by or against us.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.
















**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**





On
      December 31, 2005, there were 2 shareholders of record of our common stock.
      Our
      shares of common stock have never been traded on any recognized stock
      exchange.





DIVIDENDS





We
      currently intend to retain any future earnings to fund growth and, therefore,
      do
      not expect to pay any dividends in the foreseeable future. Any payment of cash
      dividends in the future will be dependent upon: the amount of funds legally
      available; our earnings; financial condition; capital requirements; and other
      factors which our Board of Directors deems relevant.





**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS**





Plan
      of
      Operation





We
      are
      currently negotiating with an operating Company “Service Air Group Inc.
      (Canada)” for a possible RTO closing.





Results
      of Operation





We
      did
      not have any operating income from inception (March 31, 2000) through December
      31, 2005. For the fiscal year ended December 31, 2005, the Company has a loss
      from operations of $13,897, an accumulated deficit of $25,854 and a working
      capital deficiency of $25,888. Some general and administrative expenses during
      the quarter were accrued. Expenses for the quarter were comprised of costs
      mainly associated with legal, accounting and transportation.





Liquidity
      and Capital Resources





At
      December 31, 2005, we had no capital resources and will rely upon the issuance
      of common stock and additional capital contributions from shareholders to fund
      administrative expenses pending income from an operating company.





**ITEM
      7. FINANCIAL STATEMENTS**




Our
      financial statements for the period ending December 31, 2004 being Restated
      and
      together with the report of auditors, are as follows:














**SERVICE
      AIR GROUP, INC.**


(A
      Development Stage Company)





**FINANCIAL
      STATEMENTS**





**DECEMBER
      31, 2005, 2004 AND 2003**























**Report
      of Independent Registered Public Accounting Firm**








**To
      the Shareholders of Service Air Group Inc.:**





We
      have
      audited the accompanying balance sheets of Service Air Group Inc. (the
“Company”) as at December 31, 2005 2004 and 2003 and the related statements of
      operations, shareholders' equity, and cash flows for each of the years in the
      three-year period ended December 31, 2005 and for the period from inception
      (March 31, 2000) to December 31, 2005. These financial statements are the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. The Company is not
      required to have, nor were we engaged to perform an audit of its internal
      control over financial reporting. Our audits included consideration of internal
      control over financial reporting as a basis for designing audit procedures
      that
      are appropriate in the circumstances, but not for the purpose of expressing
      an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of the Company as at December 31,
      2005, 2004 and 2003, and the results of its operations and its cash flows for
      each of the years in the three-year period ended December 31, 2005 and for
      the
      period from inception (March 31, 2000) to December 31, 2005, in conformity
      with
      United States generally accepted accounting principles.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 2 to the financial
      statements, the Company has suffered ongoing losses from operations and is
      dependent upon the future economic success of its development activities, the
      Company’s ability to continue to secure adequate financing and the Company
      achieving a positive cash flow and profitable operations. These matters raise
      substantial doubt about the Company’s ability to continue as a going concern.
      Management’s plans in regard to these matters are discussed in Note 2. The
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.





As
      described in Note 1 to the financial statements, the accompanying financial
      statements of the Company as of December 31, 2004 and for the year ended
      December 31, 2004 have been restated to give effect to the termination of the
      recapitalization transaction. We therefore withdraw our previous report dated
      April 6, 2006 on those financial statements, as originally filed.








***“Staley,
      Okada & Partners”***





Vancouver,
                BC
            STALEY,
                OKADA & PARTNERSMarch
                30, 2007
            CHARTERED
                ACCOUNTANTS




















**Service
                Air Group, Inc.**
              *(Development
                Stage Company)*
            Statement
                1**Balance
                Sheet****As
                at December 31,***US
                Funds*





**ASSETS**
            
            **2005**
            
            2004
              (Restated)
            
            2003**Current**Property
                and equipment*(Note
                5)*
            
            $
            **984**
            
            $
            -
            
            $
            -$
            **984**
            
            $
            -
            
            $
            -**LIABILITIES****Long-Term**Accounts
                payable
            
            $
            -
            
            
            -
            
            $
            3,450Due
                to SAG Canada*(Note
                7)*
            
            
            **10,638**
            
            
            -
            
            
            -Due
                to Shareholder*(Note
                7)*
            
            
            **15,250**
            
            
            11,006
            
            
            -**25,888**
            
            
            11,006
            
            
            3,450**Stockholders’
                Deficit***(Note
                5)*Common
                stock, $0.0001 par value, 100,000,000 sharesPreferred
                stock, $0.0001 par value, 20,000,000 sharesIssued
                and outstanding5,250,000
                shares of common stock
            
            
            **525**
            
            
            525
            
            
            525Additional
                paid in capital
            
            
            **425**
            
            
            425
            
            
            425Deficit
            
            
            **(25,854**
            **)**
            
            (11,956
            )
            
            (4,400
            )**(24,904**
            **)**
            
            (11,006
            )
            
            (3,450
            )$
            **984**
            
            $
            -
            
            $
            -




ON
      BEHALF
      OF THE BOARD:




/s/
      Mohammad Sultan ,
      Director




-
      See
      Accompanying Notes -








**Service
                Air Group, Inc.**
              *(Development
                Stage Company)*
            Statement
                2**Statement
                of Operations****For
                the Years Ended December 31,***US
                Funds*








**2005**
            
            2004
              (Restated)
            
            2003
            
            Inception
                to
              2005**Expenditures**Automotive
            
            $
            **4,818**
            
            $
            -
            
            $
            -
            
            $
            4,818Amortization
            
            
            **174**
            
            
            -
            
            
            -
            
            
            174Filing
                and listing fees
            
            
            **4,663**
            
            
            -
            
            
            -
            
            
            4,663Legal
                and professional
            
            
            **4,243**
            
            
            7,556
            
            
            1,525
            
            
            16,200Loss
                from operations
            
            
            **13,898**
            
            
            7,556
            
            
            1,525
            
            
            25,854Net
                Loss for the year
            
            $
            **(13,898**
            **)**
            $
            (7,556
            )
            $
            (1,525
            )
            $
            (25,854
            )**Loss
                Per Share:**Basic
                and diluted
            
            $
            **(0.003**
            )
            $
            (0.001
            )
            $
            (0.000
            )**Weighted-average
                shares outstanding:**Basic
                and diluted
            
            
            **5,250,000**
            
            
            5,250,000
            
            
            5,250,000








**Statement
                of Deficit****For
                the Years Ended December 31,***US
                Funds*








**2005**
            
            2004
              (Restated)
            
            2003
            
            Inception
                to
              2005**Deficit
                - Beginning of Year**
            
            $
            **(11,956**
            )
            $
            (4,400
            )
            $
            (2,875
            )
            $
            -Net
                loss
            
            
            **(13,898**
            **)**
            
            (7,556
            )
            
            (1,525
            )
            
            25,854**Deficit
                - End of Year**
            
            $
            **(25,854**
            )
            $
            (11,956
            )
            $
            (4,400
            )
            $
            25,854




-
      See
      Accompanying Notes -








**Service
                Air Group, Inc.**
              *(Development
                Stage Company)*
            Statement
                3**Statement
                of Stockholders’ Deficiency***US
                Funds*











Common
                Stock
              
              Shares
                Amounts
            
            Common
                Stock
              Shares      Amount
            
            Additional
                Paid-in Capital
            
            Accumulated
              Deficit
            
            TotalInception,
                March 30, 2000
            
            -
            
            $-
            
            $-
            
            $-
            
            $-Stock
                issued for cash at $0.0001 per share
            
            
            5,000,000
            
            
            500
            
            
            -
            
            
            -
            
            
            500Stock
                issued for cash at $0.001 per share
            
            
            250,000
            
            
            25
            
            
            225
            
            
            -
            
            
            250Development
                stage net loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (837
            )
            
            (837
            )Balance
                December 31, 2000
            
            
            5,250,000
            
            $
            525
            
            $
            225
            
            $
            (837
            )
            $
            (87
            )Capital
                contributed by shareholders
            
            
            -
            
            $
            -
            
            $
            124
            
            $
            -
            
            $
            124Development
                stage net loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (926
            )
            
            (926
            )Balance
                December 31, 2001
            
            
            5,250,000
            
            $
            525
            
            $
            349
            
            $
            (1,763
            )
            $
            (889
            )Capital
                contributed by shareholders
            
            
            -
            
            $
            -
            
            $
            76
            
            $
            -
            
            $
            76Development
                stage net loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,112
            )
            
            (1,112
            )Balance
                December 31, 2002
            
            
            5,250,000
            
            $
            525
            
            $
            425
            
            $
            (2,875
            )
            $
            (1,925
            )Development
                stage net loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,525
            )
            
            (1,525
            )Balance
                December 31, 2003
            
            
            5,250,000
            
            $
            525
            
            $
            425
            
            $
            (4,400
            )
            $
            (3,450
            )Development
                stage net loss (Restated)
            
            
            -
            
            
            -
            
            
            -
            
            
            (7,556
            )
            
            (7,556
            )Balance
                December 31, 2004 (Restated)
            
            
            5,250,000
            
            $
            525
            
            $
            425
            
            $
            (11,956
            )
            $
            (11,006
            )Development
                stage net loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (13,898
            )
            
            (13,898
            )Balance
                December 31, 2005
            
            
            5,250,000
            
            $
            525
            
            $
            425
            
            $
            (25,854
            )
            $
            (24,904
            )










-
      See
      Accompanying Notes -










**Service
                Air Group, Inc.**
              *(Development
                Stage Company)*
            Statement
                4**Statement
                of Cash Flows****For
                the Years Ended December 31,***US
                Funds*








**2005**
            
            2004
              (Restated)
            
            2003
            
            Inception
                to
              2005**Cash
                flows from operating activities**Net
                loss for the year
            
            $
            **(13,897**
            **)**
            $
            (7,556
            )
            $
            (1,525
            )
            $
            (25,854
            )Changes
                in working capital
            
            
            **-**
            
            
            -
            
            
            1,525
            
            
            3,451**(13,897**
            **)**
            
            (7,556
            )
            
            -
            
            
            (22,403
            )**Cash
                flows from financing activities**Proceeds
                from sale of Common stock
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            750Shareholder
                capital contribution
            
            
            **-**
            
            
            -
            
            
            -
            
            
            200Advances
                from SAG Canada
            
            
            **10,638**
            
            
            -
            
            
            -
            
            
            10,638Advances
                from shareholder
            
            
            **4,243**
            
            
            7,556
            
            
            -
            
            
            11,799**Cash
                flows from investing activities**Purchase
                of equipment
            
            
            **(984**
            **)**
            
            -
            
            
            -
            
            
            (984
            )**Increase
                (Decrease) in Cash**
            
            
            **-**
            
            
            -
            
            
            -
            
            
            -Cash
                position - Beginning of year
            
            
            **-**
            
            
            -
            
            
            -
            
            
            -**Cash
                position - End of Year**
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -













-
      See
      Accompanying Notes -








**Service
                Air Group, Inc.**
              *(Development
                Stage Company)***Notes
                to Financial Statements****December
                31, 2005, 2004 and 2003***US
                Funds*










**1.**  **Restatement**





On
      September 8, 2004, the Company entered into an exchange of stock for assets
      of
      Service Air Group Inc. (“SAG Canada”) and issued SAG Canada 4,125,000 shares of
      its restricted common stock for 100% of the future net income of SAG Canada
      and
      all of the assets of SAG Canada.





The
      Company improperly accounted for this transaction as an asset purchase by the
      Company instead of as a recapitalization of SAG Canada. As a result, the
      comparative figures for the year ended December 31, 2004 should have been
      recorded as if SAG Canada was the ongoing Company and should have been on a
      consolidated basis.





During
      2005, the Company and SAG Canada agreed to terminate the September 8, 2004
      agreement and the shares were cancelled. Accordingly, the comparative figures
      for the year ended December 31, 2004 have been restated to those of Service
      Air
      Group, Inc. instead of the consolidated statements of SAG Canada as the
      recapitalization transaction was terminated.







**2.**  **Organization
      and Going Concern**





Service
      Air Group, Inc. (“the Company”) was incorporated on March 31, 2000 in the State
      of New Jersey. The Company was incorporated under the name of Segway V Corp
      and
      on January 27, 2004 the Company changed its name to Service Air Group, Inc.
      The
      Company’s fiscal year end is December 31 with its initial period being from
      March 31, 2000 to December 31, 2000.





The
      Company is considered to be in the initial development stage and has incurred
      losses since inception. To date the Company has had no business operations
      and
      was organized for the purpose of creating a corporate vehicle to locate and
      acquire an operating business.





These
      financial statements have been prepared assuming that the Company will continue
      as a going concern, which contemplates, among other things, the realization
      of
      assets and satisfaction of liabilities in the normal course of business for
      the
      foreseeable future. As at December 31, 2005, the Company has a loss from
      operations of $13,897, an accumulated deficit of $25,854 and a working capital
      deficiency of $25,888. The Company intends to fund operations through equity
      financing agreements, which may be insufficient to fund its capital
      expenditures, working capital and other cash requirements for the next twelve
      months.





Thereafter,
      the Company will be required to seek additional funds, either through debt
      and/or equity financing, to finance its long-term operations. The successful
      outcome of future activities cannot be determined at this time, and there has
      been no assurance that, if achieved, the Company will have sufficient funds
      to
      execute its intended business plan or generate positive operating
      results.





These
      factors, among others, raise substantial doubt about the Company’s ability to
      continue as a going concern. These financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.










**Service
                Air Group, Inc.**
              *(Development
                Stage Company)***Notes
                to Financial Statements****December
                31, 2005, 2004 and 2003***US
                Funds*














**3.**  **Significant
      Accounting Policies**





a)  **Basis
      of Presentation**





These
      financial statements are presented in United States dollars and have been
      prepared in accordance with United States generally accepted accounting
      principles.





b)  **Foreign
      Currency Translation**





The
      Company’s functional and reporting currency is the U.S. dollar. All transactions initiated in other currencies are re-measured into the functional
      currency as follows:





|i) | Monetary
              assets and liabilities at the rate of exchange in effect at the balance
              sheet date,
|-- | ------------------------------------------------------------------------------------------------------------------------

ii)
            Non-monetary
                assets and liabilities, and equity at historical rates, and


iii)
              Revenue
                    and expense items at the average rate of exchange prevailing
                    during the
                    period.


Gains
      and
      losses on re-measurement are included in determining net income for the
      period





c)  **Use
      of Estimates and Assumptions**





Preparation
      of the Company's financial statements in conformity with generally accepted
      accounting principles in the United States of America requires management to
      make estimates and assumptions that affect the reported amount of assets and
      liabilities and disclosure of contingent liabilities at the date of the
      financial statements and the reported amounts of revenues and expenses during
      the reporting period. Actual results could differ from those
      estimates.





d)  **Cash
      and Cash Equivalent**





The
      Company considers all liquid investments, with an original maturity of 90 days
      or less when purchased, to be cash equivalents.





e)  **Property
      and equipment**





Property
      and equipment are stated at cost. Depreciation is computed using the declining
      balance method over the estimated useful lives of the assets. Expenditures
      for
      repairs and maintenance are charged to expense as incurred, as are any items
      purchased which are below the Company's capitalization threshold of
      $1,000.





For
      assets sold or otherwise disposed of, the cost and related accumulated
      depreciation are removed from the accounts, and any related gain or loss is
      reflected in income for the period.





f)  **Obligations
      under Capital Lease**





Leases
      are classified as either capital or operating. Leases that transfer
      substantially all of the benefits and risks of ownership of property to the
      Company are accounted for as capital leases. At the time a capital lease is
      entered into, an asset is recorded along with its related long-term financing
      obligation, net of interest. Interest on capital lease financing is expensed
      as
      financing payments are made. Payments made under operating leases are expensed
      as incurred.














**Service
                Air Group, Inc.**
              *(Development
                Stage Company)***Notes
                to Financial Statements****December
                31, 2005, 2004 and 2003***US
                Funds*








**3.**  **Significant
      Accounting Policies** - *Continued*





g)  **Environmental**





The
      Company conducts its operations in a manner to protect public health and the
      environment and believes its operations are materially in compliance with all
      applicable laws and regulations.





h)  **Capital
      Stock**





Capital
      stock issued for non-monetary consideration is recorded at an amount based
      on
      fair market value as determined by the board of directors.





i)  **Stock
      Based Compensation**





Effective
      from fiscal 2004, the Company adopted Financial Accounting Standards Board
      (FASB) Statement of Financial Accounting Standard (SFAS) No. 123R, “Share Based
      Payment”. SFAS 123R requires a public entity to measure the cost of employee
      services received in exchange for an award of equity instruments based on the
      grant-date fair value of the award (with limited exceptions). That cost is
      recognized over the period during which an employee is required to provide
      service in exchange for the award - the requisite service period (usually the
      vesting period). SFAS 123R requires that the compensation cost relating to
      share-based payment transactions be recognized in financial statements. That
      cost is measured based on the fair value of the equity or liability instruments
      issued. The adoption of this accounting policy did not have any effect on prior
      periods.





j)  **Loss
      per Share**





Basic
      loss per share is computed by dividing income available to common shareholders
      by the weighted-average number of common shares outstanding during the year.
      The
      computation of diluted earnings per share assumes the conversion, exercise
      or
      contingent issuance of securities only when such conversion, exercise or
      issuance would have a dilutive effect on earnings per share.





k)  **Income
      Taxes**





Income
      taxes are accounted for using the asset and liability method. Deferred tax
      assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases and operating
      loss and tax credit carry forwards. Deferred tax assets and liabilities are
      measured using enacted tax rates expected to apply to taxable income in the
      years in which those temporary differences are expected to be recovered or
      settled. The effect on deferred tax assets and liabilities of a change in tax
      rates is recognized in income in the period that includes the enactment date.
      A
      valuation allowance is provided for significant deferred tax assets when it
      is
      more likely than not that such assets will not be recovered.








**4.**  **Financial
      Instruments**





The
      carrying values of the Company’s financial instruments consisting of accounts
      payable, and amounts due to related parties, materially approximate their
      respective fair values at each balance sheet date due to the immediate or
      short-term maturity of these instruments











**Service
                Air Group, Inc.**
              *(Development
                Stage Company)***Notes
                to Financial Statements****December
                31, 2005, 2004 and 2003***US
                Funds*









5.
**Equipment**




Cost
              
              Accumulated
                  Amortization
              
              **2005**
                **Net
                  Book**
                **Value**
              
              2004
                Net
                  Book
                ValueComputer
                  Equipment
              
              $
              1,158
              
              $
              174
              
              $
              **984**
              
              $
              -$
              1,158
              
              $
              174
              
              $
              **984**
              
              $
              -







**6.**  **Capital
      Stock**





a)  The
      Company's capitalization is 100,000,000 shares of common stock with a par value
      of $0.0001 per share and 20,000,000 shares of preferred stock with a par value
      of $0.0001 per share.





b)  The
      Company has 5,250,000 common shares issued and outstanding.





c)  The
      Company has not granted any stock options and has not recorded any stock-based
      compensation.








**7.**  **Related
      Party Transactions**





As
      of
      December 31, 2005, the Company had the following amounts owing to a director
      and
      officer and to a Company controlled by a director of the Company:




**2005**
              
              
              2004
              
              
              2003SAG
                  Canada
              
              $
              **10,638**
              
              $
              -
              
              $
              -Mohammad
                  Sultan
              
              
              **15,250**
              
              
              11,006
              
              
              -$
              **25,888**
              
              $
              11,006
              
              $
              -




The
      above
      transactions, occurring in the normal course of operations, are measured at
      the
      exchange amount, which is the amount or consideration established and agreed
      to
      by the related parties.








**8.**  **Income
      Taxes**





The
      Company has accumulated net operating losses for U.S. federal income tax
      purposes of approximately $25,000, which may be carried forward and used to
      reduce taxable income of future years. These losses expire between 2020 and
      2025.





**2005**
            
            2004
            
            2003Loss
                before income taxes for accounting and tax purposes
            
            $
            **(13,897**
            )
            $
            (7,556
            )
            $
            (1,525
            )Tax
                rate
            
            
            **35**
            **%**
            
            35
            %
            
            35
            %Expected
                tax recovery for the year
            
            
            **(4,864**
            **)**
            
            (2,645
            )
            
            (534
            )Valuation
                allowance
            
            
            **4,864**
            
            
            2,645
            
            
            534Tax
                recovery for the year
            
            $
            -
            
            $
            -
            
            $
            -














**Service
                Air Group, Inc.**
              *(Development
                Stage Company)***Notes
                to Financial Statements****December
                31, 2005, 2004 and 2003***US
                Funds*






**9.**  **Subsequent
      Events**





On
      April
      1, 2006, Service Air Group, Inc. Canada (“SAGCA”), a Canadian corporation,
      completed with the Company the reverse acquisition under a Stock Exchange
      Agreement (“RTO”) dated April 1, 2006 with a closing date set on or before April
      15, 2006.





Pursuant
      to the agreement, the Company issued to SAGCA 4,125,000 shares in its common
      stock for 4,125,000 Class B non-voting common stock of SAGCA. Further to the
      agreement, the Company will receive 90% of the net income after tax from SAGCA
      as a dividend and agrees to provide US$4,975,000 in working capital and either
      lease or purchase an Aircraft at a minimum of US$10,000,000.





Immediately
      before the date of the RTO, the Company had 100,000,000 common stock and
      20,000,000 preferred stock authorized, with 5,250,000 shares of common stock
      issued and outstanding, while no preferred stock was issued and outstanding.
      Pursuant to the RTO, an


additional
      4,125,000 shares of the Company’s common stock were issued to SAGCA and
      4,125,000 newly issued shares of class B non-voting common stock of SAGCA were
      issued to the Company. Immediately after the RTO, the management of SAGCA took
      control of the board and officer positions of the Company, constituting a change
      of control. Because the former owners of SAGCA gained control of the Company,
      the transaction would normally have been considered a purchase by the Company.
      However, since the Company was not a business, the transaction was not
      considered to be a business combination. Instead, the transaction was accounted
      for as a recapitalization of SAGCA and the issuance of stock by the Company
      for
      the assets and liabilities of the Company. The value of the net assets of the
      Company acquired by SAGCA was the same as their historical book value, being
      $525.






















**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND**


**FINANCIAL
      DISCLOSURE**





On
      March
      31, 2006, Gately & Associates, LLC (“Gately & Associates”) was dismissed
      as independent auditor for the Company. On March 31, 2006, the Company engaged
      Staley, Okada & Partners (“SOP”) as its principal independent accountant.
      This decision to engage SOP was ratified by the majority approval of the Board
      of Directors of the Company.





**ITEM
      8A CONTROLS AND PROCEDURES**





(a)
      Evaluation of disclosure controls and procedures.





Our
      Chief
      Executive Officer and Chief Financial Officer (collectively the "Certifying
      Officers") maintain a system of disclosure controls and procedures that is
      designed to provide reasonable assurance that information, which is required
      to
      be disclosed, is accumulated and communicated to management timely. Under the
      supervision and with the participation of management, the Certifying Officers
      evaluated the effectiveness of the design and operation of our disclosure
      controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
      Exchange Act) within 90 days prior to the filing date of this report. Based
      upon
      that evaluation, the Certifying Officers concluded that our disclosure controls
      and procedures are effective in timely alerting them to material information
      relative to our company required to be disclosed in our periodic filings with
      the SEC.





(b)
      Changes in internal controls.




-None-





**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
      WITH
      SECTION 16(A) OF THE EXCHANGE ACT**





Our
      directors and officers, as of December 31, 2005, are set forth below. The
      directors hold office for their respective term and until their successors
      are
      duly elected and qualified. Vacancies in the existing Board are filled by a
      majority vote of the remaining directors. The officers serve at the will of
      the
      Board of Directors.





Name
            PositionMohammad
                Sultan
            CEO,
                President & Director





BUSINESS
      EXPERIENCE





Set
      forth
      below is the name of our directors and officers, all positions and offices
      held,
      the period during which he has served as such, and the business experience
      during at least the last five years:










III-1

















**Mr.
      Mohammad Sultan, President & CEO:**


Mr. Sultan
      has served as President, CEO, and director of the Company since December 18,
      2003 to the present, when he personally acquired 95% of SAG’ s issued and
      outstanding common stock from Service Merchants Corp. Before his involvement
      in
      SAG, Mr. Sultan was serving Service Air Group Inc. BC, Canada (“SAGCA”), as CFO
      from March 2003 to December 2003. During his office held with SAGCA, Mr. Sultan
      dealt with various companies included but not limited to Boeing Corporation,
      Bristol Associates, GECAS, Export-Import Bank of the United States, CIBC, TD
      Bank, EDC, and BDC which enhanced his communication and business development
      skills. Prior to that Mr. Sultan had also served as a director of Zorox
      Construction Ltd. (BC, Canada) from October 2001 to March 2003. From January
      2004 to present, Mr. Sultan has also been involved in 2 Real Estate Land
      Development Projects as Principal Owner Developer in the City of Surrey, British
      Columbia, Canada. Both projects were for the rezoning and subdivision of 3
      large
      land parcels into 15 Single Family Residential lots, combined and upon
      completion these 2 projects are estimated to worth over $6 Million.




CERTAIN
      LEGAL PROCEEDINGS





No
      director, nominee for director, or executive officer has appeared as a party
      in
      any legal proceeding material to an evaluation of his ability or integrity
      during the past five years to the best knowledge of the certifying
      officers.





COMPLIANCE
      WITH SECTION 16(A) OF THE EXCHANGE ACT





We
      have
      not filed Form 5 for the year ending December 31, 2005.





**ITEM
      10. EXECUTIVE COMPENSATION**





We
      did
      not pay salaries or other compensation to directors or officers in either of
      our
      two most recent fiscal years. Our board of directors expects to adopt during
      fiscal 2006 a modest non-cash compensation plan for executive officers in lieu
      of salaries or other cash compensation. No funds were set aside or accrued
      by
      the Company during fiscal year 2005 or 2004 to provide pension, retirement
      or
      similar benefits for directors or executive officers.





**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**





We
      have
      issued a total of 5,250,000 shares of common stock for a total of $750 in
      cash:








Name
            Number
                of Total Shares
            Consideration
            %
                of ShareholdingsRick
                Plotnikoff
            250,000
            $
                250
            5%Mohammad
                Sultan
            5,000,000
            $
                500
            95%














III-2






















Mr.
      Plotnikoff's shares were originally issued in the name of RGR Corp., a company
      of which Mr. Anslow is the sole director, shareholder and President. With
      respect to the sales made to RGR Corp. the Company relied upon Section 4(2)
      of
      the Securities Act of 1933, as amended (the "Securities Act").




The
      address for Mr. Plotnikoff is 9175 Mainwaring Rd. Sidney, B.C. V8L 1J9


The
      address for Mr. Sultan is 12692-97 Th Ave.
      Surrey, BC, V3V 2E9





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**





-none-





**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**





(a)
      The
      following documents are filed as part of this report:





1.
      Financial statements; see index to financial statements and schedules in Item
      7
      herein.





2.
      Financial statement schedules; see index to financial statements and schedules
      in Item 7 herein.





3.
      Exhibits:





The
      following exhibits are filed with this Form 10-KSB and are identified by the
      numbers indicated; see index to exhibits immediately following financial
      statements and schedules of this report.





EXHIBIT
            DESCRIPTION3.1
            Articles
                of Incorporation (1)3.2
            By-laws
                (1)10.1
            Action
                to cancel all agreements with Service Air (Canada). (2)31.1
            Certification
                pursuant to Section 302 of Sarbanes Oxley Act of 200232.1
            Certification
                pursuant to Section 906 of Sarbanes Oxley Act of
                2002





(1)
      Incorporated by reference to our Form 10-SB (SEC File No. 0-30329).


(2)
      Incorporated by reference to the original Form 10-KSB filed with the SEC on
      April 17, 2006





III-3






















**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





Audit
      Fees





For
      the
      Company's fiscal year ended December 31, 2005, we were billed $2,500.00
      (Canadian Dollars) for professional services rendered for the audit and review
      of our financial statements included in our periodic and other reports filed
      with the Securities and Exchange Commission for our year ended December 31,
      2005, respectively.





Tax
      Fees





For
      the
      Company's fiscal year ended December 31, 2005 and December 31, 2004, we were
      billed $0.00 and $0.00 for professional services rendered for tax compliance,
      tax advice, and tax planning.





All
      Other
      Fees





The
      Company did not incur any other fees related to services rendered by our
      principal accountant for the fiscal year ended December 31, 2005.





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.





**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, there unto duly authorized.








**SERVICE
      AIR GROUP, INC.**





By:   /S/
      Mohammad Sultan


Mohammad
      Sultan


CEO,
      President and Director





Dated:
      May 16, 2007





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 and on the dates indicated.





NAME
            TITLE
            DATE/s/
                Mohammad Sultan
            Chief
                Executive Officer, President and Director
            May
                16, 2007Mohammad
              Sultan








III-4