UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB/A
                                 AMENDMENT NO. 2

                                   (Mark One)
       [X] YEARLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                      For the Year ended December 31, 2002

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
              For the transition period from ________ to __________

                        Commission File Number: 333-28249

                                 PRIME AIR, INC.
               (Exact name of Registrant as specified in charter)

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

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

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

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

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

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

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


<PAGE>
                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

This  Amendment  No.  2  to  the  Registrant's  Yearly Report on Form 10-KSB and
10-KSB/A  No.  1 for the Yearly period ended December 31, 2002 is being filed to
include  information  pursuant  to  a  request  for  same  made  by the NASD for
supplemental  information  by  letter  dated  December  1,  2003.

The  request was made pursuant to NASD Rule 6740 during the course of its review
of  a  Form  211  Application  and  in  particular with respect to certification
pursuant  to  Sections  302  and  905  of  the  Sarbanes-Oxley  Act  of  2002.

     i)   This  "Amendment"  to  the Form 10-KSB/A No. 1 responds to the request
          and  most  notably  provides  submission  enclosing  certification  in
          addition to the previous material filed as contained in "PART III Item
          13,  Exhibits  and  Reports  on  Form  10-K"  to  include the enclosed
          additional  information  which was inadvertently not included with the
          original  material  filed.


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<TABLE>
<CAPTION>
                                                  TABLE OF CONTENTS
                                                  -----------------
                                                   PRIME AIR, INC.
                                                        INDEX

                                                                                                               PAGE NO.
<S>               <C>                                                                                             <C>
                                                        PART I
                  AMENDMENT                                                                                        2
ITEM 1            Description                                                                                      3

                                                       PART III
ITEM 8            Exhibits and Reports on Form 8-K                                                                 3
                  Signatures                                                                                       5
</TABLE>

FORWARD-LOOKING  STATEMENTS

Some  of  the  information  presented  in or incorporated by reference into this
report  constitutes  "forward-looking statements." Although the Company believes
that its expectations are based upon reasonable assumptions within the bounds of
its  knowledge  of  its  proposed  business  and operations, it is possible that
actual  results  may differ materially from its expectations. Factors that could
cause  actual  results  to differ from expectations include the inability of the
Company  to  raise  the  additional  capital necessary to commence its principal
operations  or  the  failure  to consummate a definitive agreement with Voyageur
Airways  Limited.


                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS

GENERAL

The  following  discussion  should  be  read  in  conjunction  with  the audited
financial  statements and notes thereto included in this Amended  Yearly Report,
and  with  the  audited  financial  statements and notes thereto included in the
Annual  Report  on form 10-K/A for the year ended December 31, 2001 and 10-K and
10-K/A  for  the  year  ended December 31, 2002 as filed with the Securities and
Exchange  Commission  for  the  fiscal  years  as  stated.


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<PAGE>
ITEM  8.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)     Reports  on  Form  8-K.

     None

(B)     Index  to  Exhibits.

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

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

     *32.1     Certification  pursuant  to  10 U.S.C.  Section  1350, as adopted
               pursuant  to Section  906  of  the  Sarbanes-Oxley  Act  of  2002

     *32.2     Certification  pursuant  to  10 U.S.C.  Section  1350, as adopted
               pursuant  to Section  906  of  the  Sarbanes-Oxley  Act  of  2002

*Filed  herewith.


                                        4
<PAGE>

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  Registrant  has duly caused this Report to be signed on its
behalf  by the undersigned, thereunto duly authorized, in the City of Vancouver,
province  of  British  Columbia,  on  the  5th  day  of December  2003.
Prime  Air,  Inc.

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

KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes  and  appoints  Blaine  Haug  and  Wayne  Koch,  and  each  of  them
individually,  his  true and lawful attorney-in-fact, proxy and agent, with full
power  of  substitution  and  resubstitution, for him and in his name, place and
stead, in any and all capacities, to act on, sign any and all amendments to this
Annual  Report  on  Form 10-KSB, and to file the same, with all exhibits thereto
and  other  documents  in connection therewith, with the Securities and Exchange
Commission,  granting  unto said attorneys-in-fact, proxies and agents, and each
of  them individually, full power and authority to do and perform each and every
act and thing necessary and appropriate to be done in and about the premises, as
fully  as  he  might  or  could  do  in  person, hereby approving, ratifying and
confirming  all  that  said attorneys-in-fact, proxies and agents or any of his,
her  or  their substitute or substitutes, may lawfully do or cause to be done by
virtue  hereof.

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

     SIGNATURE(S)                     TITLE(S)                        DATE
     ------------                     --------                        ----
     /s/  Blaine  Haug          Chairman of the Board and       December 5, 2003
     -----------------          Chief  Executive  Officer
     Blaine  Haug

     /s/ Wayne Koch             Treasurer                       December 5, 2003
     --------------
     Wayne  Koch


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