SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         AMENDMENT NO. 1 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, 2003

                            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)

                 5455 Airport Road South, Richmond, B.C. Canada    V7B 1B5
               (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 [X]

                                        1

<PAGE>

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, 2004: $ 0

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of Dec 31, 2004, was: $ 0

Number of shares of the registrant's common stock outstanding as of Dec 31, 2004
is: 9,375,000

The Transfer Agent and Registrar for our common stock is Standard Transfer &
Trust Co., Inc, Las Vegas, Nevada.



                                        2

<PAGE>

                                     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. Service Air Group Inc.
(SA/CA) was incorporated January 5, 1995, as a British Columbia, Canada,
Corporation. SA/CA is Canada's first and only dedicated cargo airline, has a
limited history of operations and no history of profitability. In December 2002,
SA/CA secured its first major sales agreement to provide air cargo services
between Canada and Hong Kong. On September 8, 2004, SAG entered into an
Agreement for Exchange of Stock for Assets with SA/CA, whereby SAG agreed to,
SA/CA and a majority of its Shareholders agreed to sell, assign, transfer and
convey, exclusively to SAG all of SA/CA's right, title, and interest, in and to
the following assets ("Asset"): 100% of the Projected Net Income of SA/CA and
100% of the current and future assets. SAG agreed to issue pro rata 4,125,000
shares of its restricted common stock to the operating Company. On September 16,
SA/CA entered into a lock-in agreement with its employees and transferred all
exchanged shares of SAG to its shareholders.


EMPLOYEES

Service Air Group Inc. (Canada) has fourteen (14) permanent full-time and
eighteen (18) part-time employees, of which approximately 80% are employed in
Vancouver, British Columbia, Canada. Employees of Service Air (Canada) at its
international branches and subsidiaries, in the aggregate will represent
approximately 20% of all 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. We will also rent hangar and maintenance facilities for servicing
aircraft at both Vancouver International Airport and in such destination
airports as they become necessary.

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.


                                        3

<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On December 31, 2004, there were 15 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 have succeeded in locating and acquiring 100% assets of an operating company,
based in British Columbia, Canada. Transaction was closed effecting a non-cash
acquisition. To implement operating company's business plan, we would need
fifteen Million United States Dollars (US$15,000,000) for which we may have to
raise equity capital, there is no guarantee that we would be able to secure
needed funds to implement our operational company's business plan.

Results of Operation

We did not have any operating income from inception (March 31, 2000) through
December 31, 2004. For the year ended December 31, 2004, we recognized a net
loss of $28,391. Some general and administrative expenses during the quarter
were accrued. Expenses for the quarter were comprised of costs mainly associated
with legal, accounting and office.

Liquidity and Capital Resources

At December 31, 2004, 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 our operating company.


                                        4

<PAGE>

ITEM 7. FINANCIAL STATEMENTS

Our financial statements, together with the report of auditors, are as follows:


                             SERVICE AIR GROUP, INC.
                         (a development stage company)

                          INTERIM FINANCIAL STATEMENTS

                                DECEMBER 31, 2004







REPORT OF INDEPENDENT AUDITOR                                               F-1

BALANCE SHEET                                                               F-2

INTERIM STATEMENTS OF OPERATIONS                                            F-3

STATEMENT OF STOCKHOLDERS' EQUITY                                           F-4

INTERIM STATEMENTS OF CASH FLOWS                                            F-5

NOTES TO INTERIM FINANCIAL STATEMENTS                                       F-6





<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To The Board of Directors
Service Air Group, Inc.
(a development stage company)


We have audited the accompanying balance sheet of Service Air Group, Inc. (a
development stage company), as of December 31, 2004, and the related statement
of operations, equity and cash flows from inception (March 31, 2000) through
December 31, 2004. 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 audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 Service Air Group, Inc. (a
development stage company), as of December 31, 2004, and the results of its
operations and its cash flows from inception (March 31, 2004)through December
31, 2004 in conformity with U.S. 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 1 to the
financial statements, the Company has not yet commenced operations, raised
capital or implemented a plan of operations. These matters raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




Gately & Associates, LLC
Certified Public Accountants
Altamonte Springs, FL
February 28, 2005

                                       F-1

<PAGE>

<TABLE>

                            SERVICE AIR GROUP, INC.

                                 BALANCE SHEETS
                        As of December 31, 2004 and 2003


                                     ASSETS

<CAPTION>

                                                                 December 31, 2004        December 31, 2003
--------------------------------------------------------------- --------------------- ----------------------

CURRENT ASSETS
<S>                                                                        <C>                    <C>
   Cash                                                                    $       -              $       -
--------------------------------------------------------------- --------------------- ----------------------

OTHER CURRENT ASSETS
    Affiliated company receivable                                             12,746                       -
--------------------------------------------------------------- --------------------- ----------------------

PROPERTY AND EQUIPMENT
    Equipment and office furniture                                            83,082                      -
    Less: Accumulated depreciation                                           (33,523)                     -
    Leasehold improvements                                                    63,762                      -
    Less: Accumulated amortization                                           (21,504)                     -
--------------------------------------------------------------- --------------------- ----------------------
    Total Property and Equipment                                              91,817                      -
--------------------------------------------------------------- --------------------- ----------------------

OTHER ASSETS
    Deposit                                                                    1,574                      -
    Aviation Policy and training manuals                                     134,698                      -
    Licenses                                                                  43,372                      -
--------------------------------------------------------------- --------------------- ----------------------
     Total Other Assets                                                      179,644                      -
--------------------------------------------------------------- --------------------- ----------------------

                                                                           $ 284,207                      -
=============================================================== ===================== ======================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                $   6,000              $   3,450
--------------------------------------------------------------- --------------------- ----------------------

                                                                               6,000                  3,450
--------------------------------------------------------------- --------------------- ----------------------

STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
   Capital stock (Note 3)
       Preferred stock, $0.0001 par value, 20,000,000 shares
         Issued and outstanding are none                                           -                      -
       Common stock, $0.0001 par value, 100,000,000 shares
         Issued and outstanding are 9,375,000 and
         5,250,000 shares of common stock, respectively                          938                    525
   Additional paid in capital                                                310,060                    425
   Deficit accumulated during development stage                              (32,791)                (4,400)
--------------------------------------------------------------- --------------------- ----------------------

                                                                             278,207                 (3,450)
--------------------------------------------------------------- --------------------- ----------------------

                                                                           $ 284,207              $       -
=============================================================== ===================== ======================

</TABLE>






    The accompanying notes are an integral part of these financial statements

                                       F-2


<PAGE>
<TABLE>

                             SERVICE AIR GROUP, INC.
                          (a development stage company)
                            STATEMENTS OF OPERATIONS
             For the twelve months ended December 31, 2004 and 2003,
          And from inception (March 31, 2000) through December 31, 2004

<CAPTION>



                                             Twelve Months Ended      From Inception
                                                September 30,          To December 31,
                                            2004           2003            2004
--------------------------------------- -------------- -------------- ---------------


GENERAL AND ADMINISTRATIVE EXPENSES
<S>                                         <C>          <C>            <C>
   Office and general                       $ 28,391     $    1,525     $  32,791
--------------------------------------- -------------- -------------- ---------------

NET LOSS FOR THE PERIOD                     $(28,391)    $   (1,525)    $ (32,791)
======================================= ============== ============== ===============




BASIC NET LOSS PER SHARE                    $  (0.00)    $    (0.00)
======================================= ============== ==============


WEIGHTED AVERAGE
   COMMON SHARES OUTSTANDING               6,281,250      5,250,000
======================================= ============== ==============

</TABLE>



    The accompanying notes are an integral part of these financial statements

                                       F-3


<PAGE>

<TABLE>

                             SERVICE AIR GROUP, INC.
                          (a development stage company)
                        STATEMENT OF STOCKHOLDERS' EQUITY

       FOR THE PERIOD FROM MARCH 31, 2000 (INCEPTION) TO DECEMBER 31, 2004

<CAPTION>

                                                                                               Deficit
                                                          Common Stock                      Accumulated        Stockholders'
                                                      --------------------    Additional       During            Equity
                                                       Number of               Paid in      Development         (Capital
                                                       shares       Amount     Capital         Stage           Deficiency)
---------------------------------------------------------------- ------------ ------------- ---------------  ----------------
<S>                             <C>                  <C>             <C>       <C>              <C>             <C>
Common stock issued for cash at $0.0001 per share    5,000,000       $  500    $        -       $      -        $    500

Common stock issued for cash at $0.001 per share       250,000           25           225              -             250

Net loss for the period March 31, 2000
     (inception) to December 31, 2000                        -            -             -           (837)           (837)
--------------------------------------------------------------- ------------ ------------- ---------------   ----------------

Balance, December 31, 2000                           5,250,000          525           225           (837)            (87)

Capital contributed by shareholders                          -            -           124              -             124

Net loss for the year                                        -            -             -           (926)           (926)
--------------------------------------------------------------- ------------ ------------- ---------------   ----------------

Balance, December 31, 2001                           5,250,000          525           349         (1,763)           (889)

Capital contributed by shareholders                          -            -            76              -              76

Net loss for the year                                        -            -             -         (1,112)         (1,112)
--------------------------------------------------------------- ------------ ------------- ---------------   ----------------

Balance, December 31, 2002                           5,250,000          525           425         (2,875)         (1,925)

Net loss for the year                                        -            -             -         (1,525)         (1,525)
--------------------------------------------------------------- ------------ ------------- ---------------   ----------------

Balance, December 31, 2003                           5,250,000          525           425         (4,400)         (3,450)

Stock issued for the purchase of
  Assets and revenues of Service Air
  Group, Inc. of Canada for $0.08 per share          4,125,000          413       309,635                        310,048

Net loss for the period                                                                          (28,391)        (28,391)
--------------------------------------------------------------- ------------ ------------- ---------------   ----------------

Balance, December  31, 2004                          9,375,000       $  938    $  310,060       $(32,791)       $278,207
=============================================================== ============ ============= ===============   ================

</TABLE>





    The accompanying notes are an integral part of these financial statements

                                       F-4

<PAGE>

<TABLE>

                             SERVICE AIR GROUP, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
             For the twelve months ended December 31, 2004 and 2003,
          And from inception (March 31, 2000) through December 31, 2004


<CAPTION>

                                                                                                March 31, 2000
                                                   Twelve Months Ended   Twelve Months Ended     (inception) to
                                                    December 31, 2004     December 31, 2003     December 31, 2004
------------------------------------------------- -------------------- -------------------- ---------------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                       <C>                  <C>                   <C>
  Net loss for the period                                 $  (28,391)          $   (1,525)           $  (32,791)
  Adjusted for items not involving cash:
     - Depreciation and Amortization                          25,841                    0                25,841
     - accounts payable                                        2,550                1,525                 6,000
------------------------------------------------- -------------------- -------------------- ---------------------

NET CASH USED IN OPERATING ACTIVITIES                              -                    -                  (950)
------------------------------------------------- -------------------- -------------------- ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Bank overdraft                                                  -                    -                     -
  Proceeds on sale of common stock                                 -                    -                   750
  Shareholder capital contributions                                -                    -                   200
------------------------------------------------- -------------------- -------------------- ---------------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                           -                    -                   950
------------------------------------------------- -------------------- -------------------- ---------------------

INCREASE (DECREASE) IN CASH                                        -                    -                     -

CASH, BEGINNING OF PERIOD                                          -                    -                     -
------------------------------------------------- -------------------- -------------------- ---------------------

CASH, END OF PERIOD                                       $        -           $        -            $        -
================================================= ==================== ==================== =====================

</TABLE>






    The accompanying notes are an integral part of these financial statements

                                       F-5


<PAGE>


                             SERVICE AIR GROUP, INC.
                          (a development stage company)
                        NOTES TO THE FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

================================================================================

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
--------------------------------------------------------------------------------

Organization:

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

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.

Going concern:

The Company is in the initial development stage and has incurred losses since
inception totaling $32,791. 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. The ability of the Company to continue as a going
concern is dependent on raising capital to acquire a business venture and
ultimately to attain profitable operations. Accordingly, these factors raise
substantial doubt as to the Company's ability to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

Use of Estimates and Assumptions:

Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

Cash and Cash Equivalents:

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

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.

Leasehold Improvements:

Leasehold improvements are being amortized on a straight line method over the
period of the lease term which is 5 years

Training Manuals:

The costs represent expenses for the development of manuals. Completion of the
manuals is expected during 2005. An amortization policy will be set at that
time.

License fees:

These costs represent license fees paid for the use of specific airplanes in
Canada. Upon legal filing and granting of all licenses and permits an
amortization policy will be established.

Fair Value of Financial Instruments:

In accordance with the requirements of SFAS No. 107, the Company has determined
the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of financial
instruments classified as current assets or liabilities approximate carrying
value due to the short-term maturity of the instruments.

Net Loss per Common Share:

Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive earnings per share reflects the potential
dilution of securities that could share in the earnings of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.


                                       F-6
<PAGE>

                             SERVICE AIR GROUP, INC.

                      NOTES TO THE FINANCIAL STATEMENTS

                                 DECEMBER 31, 2004

================================================================================

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
--------------------------------------------------------------------------------

Income taxes:

The Company follows the liability method of accounting for income taxes. Under
this method, future 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
balances. Future tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled. The
effect on future tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment. As at December 31, 2002 the Company had net operating
loss carryforwards; however, due to the uncertainty of realization the Company
has provided a full valuation allowance for the deferred tax assets resulting
from these loss carryforwards.

Stock-Based Compensation:

The Company accounts for stock-based compensation in respect to stock options
granted to employees and officers using the intrinsic value based method in
accordance with APB 25. Stock options granted to non-employees are accounted for
using the fair value method in accordance with SFAS No. 123. In addition, with
respect to stock options granted to employees, the Company provides pro-forma
information as required by SFAS No. 123 showing the results of applying the fair
value method using the Black-Scholes option pricing model.

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force in Issue No.
96-18. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by the
provider of goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting
Standards Board Interpretation No.44, Accounting for Certain Transactions
Involving Stock Compensation - An Interpretation of APB Opinion No. 25
("FIN
44"), which provides guidance as to certain applications of APB 25. FIN 44 is
generally effective July 1, 2000 with the exception of certain events occurring
after December 15, 1998.

NOTE 3 - CAPITAL STOCK
--------------------------------------------------------------------------------

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.

The Company has 9,375,000 common shares issued and outstanding.

On September 8, 2004, the Company entered into an agreement with Service Air
Group, A Canadian corporation, whereby the Company issued 4,125,000 shares of
common stock For 100% of the Projected Net Income and 100% of the assets as of
February 9, 2004.

On Service Air Group, Inc.'s financial statements. The value of the transaction
Was determined to be $310,048, or $0.08 per share.

During the year ended December 31, 2002 the shareholders contributed an
additional $76 in capital (2001 - $124).

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

NOTE 5 - INCOME TAXES
--------------------------------------------------------------------------------

The Company has net operating loss carry-forwards which may be available to
offset future taxable income. Due to the uncertainty of realization of these
loss carry-forwards, a full valuation allowance has been provided for this
deferred tax asset. These net operating losses expire as follows:

Year

2020     $  837
2021        926
2022      1,112
2023      1,525
2024     28,391
           ------
    Total 32,791

Note 5 - CONTINGENT LIABILITIES AND RELATED PART DISCLOSURE
--------------------------------------------------------------------------------

The Company has entered into an arrangement with it's affiliated company as
described in note 3, Capital Stock. The stock issued represent a 44% holding
ownership of the affiliated company.

The company has an auto which is used as collateral for a loan established by
it's affiliated company. The loan calls for payment of $756 per month and will
expire during May of 2008.

The Company has a receivable from it's affiliated company in the amount of
$12,746.

                                       F-7


<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

Our accountant is Gately & Associates independent certified public accountants.
We do not presently intend to change accountants. At no time has there been any
disagreements with such accountants regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

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.

Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.

                                    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, 2004, 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                                          Position
    ----------------------                        -------------------------

    Jag Dhillon                                   CEO, President, Director

    Mohammad Sultan                               Chief Financial Officer,
                                                  Director

    Dave Taylor                                   Chief Operations Officer

    Karl Dhillon                                  Corporate Controller

    Dr. Alfred Wong                               Vice President - Asia

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:

     Mr. Jag Dhillon, CEO, President, Jag has over 25 years of experience in the
Aviation industry. He has accumulated 5000 hours in various aircraft
(Pistons/Turbines/Jets). He has held management positions with various aviation
related companies. Mr. Dhillon has been developing Service Air (Canada) on a
full time basis since 1995.

                                     III-1

<PAGE>

     Mr. Mohammad Sultan, CFO, Mr. Sultan has over 16 years of experience in the
corporate infrastructure, business development and financing. He has established
various enterprises in his career and been a successful businessman. Mr. Sultan
has been self-employed since 1988.

     Mr. Dave Taylor, COO, Mr. Taylor has over 40 years of experience in the
aviation industry including executive positions as President, Air Ontario, Air
Jamaica, Sunquest West and Managing Director - Air Canada Cargo. Mr. Taylor has
a respected reputation in both the cargo and passenger aviation communities and
brings a wealth of knowledge and expertise to Service Air.

     Mr. Karl Dhillon, Corporate Controller, Karl has over 15 years of
accounting and finance experience working in service, manufacturing, and
financial industries. This includes working at both the field and head office
level. Karl has held previous positions as Corporate Controller, Financial
Analyst and Treasury Analyst.

     Dr. Alfred Wong, VP - Business Development Asia, Dr. Wong attended the
University of Alberta, earned a Bachelor of Science in Biology and Doctor of
Dental Surgery. He earned an MBA in International Management from Asia Pacific
International University. He currently has his own private dental practice in
Vancouver.

Other Non-Executive Operating Personnel include:

     Mr. Dennis Mulholland, Airport Operations Manager/Safety Officer, Dennis
commenced his operational ramp experience in 1980. Drawing on this background he
was involved in the handling and warehousing of air cargo. Over 17 years has
been in the management of air cargo operations representing several domestic and
international airlines.

     Mr. Ernie Codrington, Corporate Security, Ernie came to Service Air in the
fall of 2003, bringing with him over 30 years of law enforcement experience.
Most recently he was with the British Columbia Department of Transport
Commercial Inspection Branch.

     Mr. Anurag Nandan, Technical Services Manager, Anurag has been fascinated
with computers since the age of 13, and has rarely seen a day when computers are
not involved in his life. After completing his high school diploma, Anurag
enrolled in Webmaster program at Ai CDIS College. Anu brings a variety of
skills, which includes Photoshop, Flash, Java, networking, and MCSE training.

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, 2004.

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 2005 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 2004 or 2003 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 9,375,000 shares of common stock for a total of $750
in cash and $310,048 in assets:
<TABLE>
<CAPTION>

Name                              Number of Total Shares     Consideration       % of Shareholdings
----                              ----------------------     -------------       ------------------
<S>                                   <C>                      <C>                     <C>
Richard Plotnikoff                      250,000                $    250                 2.67%
Mohammad Sultan                       5,000,000                $    500                53.33%
Jag Dhillon                           3,542,661                $    266,277.60         37.78%
Minor Shareholders                      582,339                $    43,770.40           6.22%

</TABLE>

                                     III-2

<PAGE>

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 12038-101a Ave. Surrey, BC, Canada V4 The address for
Mr. Dhillon is 1415-54Th Street, Delta, BC, V4M 3H6 The address for Minor
shareholders is listed in the lock-in agreement, see item 13 below.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

1.   Equity Stock for Assets

We issued 4,125,000 shares of our common stock to Service Air Group Inc.
(Canada) in exchange of 100% of their assets, included but not limited to 100%
of its projected NET income. The value of the transaction Was determined to be
$310,048 or $0.08 per share. A copy of the executed agreement was reported and
filed with the SEC on 2004-11-08 under form 8-K. At the time of the execution of
this agreement, management of the operating company had injected seed capital in
the amount of: $1,006,758.86 (1995-2004), Canadian funds from their own personal
resources which had been used as working capital for the Company. Our board of
directors, with Mr. Mohammad Sultan abstaining, approved the transaction after
making a determination that the issuance was reasonable and in the best
interests of the company. We anticipate that management will continue to make
either loans or working capital contributions for the foreseeable future on the
same basis of receiving common stock therefore.

2.   Equity Stock for Services

Under an "Employee lock-in agreement", executed on September 16, 2004, Service
Air Group Inc. (Canada) transferred to its management, 4,125,000 shares of our
common stock in consideration of their services rendered and in connection with
the planning and organization of our air freight business, copy of this lock-in
agreement is attached, see item #13.

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 DESCRIPTION
------- -----------

3.1    Articles of Incorporation (1)

3.2    By-laws  (1)

10.1   Employees Lock-in agreement

31.1   Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1   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).

                                     III-3

<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company's fiscal year ended December 31, 2004, we were billed $2,500

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, 2004,
respectively.

Tax Fees

For the Company's fiscal year ended December 31, 2004 and December 31, 2003, 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, 2004.

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
                                      CFO, and Director

Dated: March 24, 2005

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 Financial Officer,    March 24, 2005
---------------------               and Director
    Mohammad Sultan


                                     III-4