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

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 2

                                   (Mark One)

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

                      For the quarter ended March 31, 2003

                                       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                                     Not Applicable
----------------------------------               ---------------------------
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)

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

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.
Yes [X]      No  [  ]

State the number of shares outstanding of each of the Issuer's classes of common
equity  as  of  the  latest  practicable  date:  At  March  31, 2003, there were
23,318,666  shares  of  the  Registrant's  Common  Stock  outstanding.


<PAGE>
                                     PART I

ITEM  1.     FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

                                         PRIME AIR, INC.
                                 (A Development Stage Company)
                                  CONSOLIDATED BALANCE SHEETS
                                  (all figures in US dollars)


                                                                      March 31     December 31
                                                                        2003          2002
                                                                    (Unaudited)     (Audited)
                                                                    ------------  -------------
<S>                                                                 <C>           <C>
                                              ASSETS
Current Assets
  Cash and short-term deposits . . . . . . . . . . . . . . . . . .  $     1,230   $        512
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . .        1,699          1,586
  Goods and Services Tax recoverable . . . . . . . . . . . . . . .            -          1,357
                                                                    ------------  -------------
                                                                          2,929          3,455

Capital Assets (Note 4). . . . . . . . . . . . . . . . . . . . . .      452,725        427,305
                                                                    ------------  -------------

                                                                    $   455,654   $    430,760
                                                                    ============  =============

                                          LIABILITIES
Current Liabilities
  Accounts payable and accruals. . . . . . . . . . . . . . . . . .  $   234,508   $    213,682
  Due to related parties (Note 7). . . . . . . . . . . . . . . . .      106,846         91,846
  Notes and advances payable  (Note 5) . . . . . . . . . . . . . .       22,749         21,301
                                                                    ------------  -------------
                                                                        364,103        326,829
                                                                    ------------  -------------

                                      SHAREHOLDERS' EQUITY
Capital Stock  (Note 6)
  Authorized: 150,000,000 common shares with
     a stated par value of $.001/share
      5,000,000 preferred cumulative convertible
        shares with a stated par value of $.001/share
  Issued:
   23,318,666 common shares (December 31, 2002: 23,318,666 shares)       23,319         23,319

Capital in excess of par value . . . . . . . . . . . . . . . . . .    4,167,192      4,167,192
Accumulated other comprehensive income (loss). . . . . . . . . . .       12,073         (9,721)
Deficit accumulated during development stage . . . . . . . . . . .   (4,111,033)    (4,076,859)
                                                                    ------------  -------------
                                                                         91,551        103,931

                                                                    $   455,654   $    430,760
                                                                    ============  =============
</TABLE>

                 See Accompanying Notes to Financial Statements


                                        2
<PAGE>

<TABLE>
<CAPTION>
                                                   PRIME AIR, INC.
                                           (A Development Stage Company)
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (all figures in US dollars)


                                                Three months    Three months     From inception
                                                   ended           ended        March 10, 1989 to
                                                  March 31        March 31          March 31
                                                    2003            2002              2003
                                               --------------  --------------  -------------------
                                                (Unaudited)     (Unaudited)        (Unaudited)
<S>                                            <C>             <C>             <C>
Administrative And General Expenses
  Flight operations . . . . . . . . . . . . .              -               -              114,720
  Audit and accounting. . . . . . . . . . . .            993               -              112,942
  Advertising . . . . . . . . . . . . . . . .              -               -               18,083
  Amortization. . . . . . . . . . . . . . . .          4,942           2,999              148,064
  Association membership fees . . . . . . . .              -               -                5,768
  Automotive. . . . . . . . . . . . . . . . .            993               -               20,157
  Bad debts . . . . . . . . . . . . . . . . .              -               -                1,933
  Commissions and finders' fees . . . . . . .              -               -               22,311
  Consulting. . . . . . . . . . . . . . . . .          9,000           5,000               39,791
  Consulting to related parties . . . . . . .         15,000          20,000            2,734,696
  Foreign currency translation. . . . . . . .              -               -               60,131
  Insurance . . . . . . . . . . . . . . . . .            367             220               32,301
  Interest and service charges. . . . . . . .             76              74               23,072
  Legal costs . . . . . . . . . . . . . . . .              -               -              182,076
  Management remuneration . . . . . . . . . .              -               -               77,287
  Office and general. . . . . . . . . . . . .          1,041               -              166,678
  Repairs and maintenance . . . . . . . . . .            599              90               11,106
  Rent and property taxes - airport facility.              -               -               70,658
  Telephone and utilities (recovered) . . . .             13             (84)              90,674
  Transfer agent, listing and filing fees . .          1,150           1,156               63,953
  Travel, promotion and entertainment . . . .              -               -              114,632
                                               --------------  --------------  -------------------
                                                      34,174          29,455            4,111,033
                                               --------------  --------------  -------------------

Net Loss For The Period . . . . . . . . . . .        (34,174)        (29,455)         (4,111,033 )


Other Comprehensive Income (Loss)
  Foreign currency translation adjustments. .         21,794            (909)              12,073
                                               --------------  --------------  -------------------

Comprehensive Loss. . . . . . . . . . . . . .  $     (12,380)  $     (30,364)  $       (4,098,960)
                                               ==============  ==============  ===================

Net Loss Per Common Share . . . . . . . . . .  $       (0.00)  $       (0.00)
                                               ==============  ==============


Weighted Average Common Shares Outstanding. .     23,318,666      21,898,666
                                               ==============  ==============
</TABLE>


                 See Accompanying Notes To Financial Statements

                                        3
<PAGE>

<TABLE>
<CAPTION>
                                       PRIME AIR, INC.
                                (A Development Stage Company)
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (all figures in US dollars)


                                                               Three months    Three months
                                                                  ended           ended
                                                                 March31         March31
                                                                   2003            2002
                                                               (Unaudited)     (Unaudited)
                                                              --------------  --------------
<S>                                                           <C>             <C>
NET INFLOW (OUTFLOW) OF CASH RELATED
  TO THE FOLLOWING ACTIVITIES:

OPERATING
  Net loss for the period. . . . . . . . . . . . . . . . . .  $     (34,174)  $     (29,455)
  Adjustments to reconcile net loss to net cash used
     in operating activities:
  Amortization . . . . . . . . . . . . . . . . . . . . . . .          4,942           2,999
  Decrease in prepaid expenses . . . . . . . . . . . . . . .              -             219
  Decrease (increase) in goods and services tax recoverable.          1,888             (16)
  Increase in due to related parties . . . . . . . . . . . .         15,000          20,000
  Increase (decrease) in accounts payable. . . . . . . . . .         13,013          (9,122)
                                                              --------------  --------------
                                                                        669         (15,375)
                                                              --------------  --------------

FINANCING
  Notes and advances payable . . . . . . . . . . . . . . . .              -          14,000
                                                              --------------  --------------
                                                                          -          14,000
                                                              --------------  --------------

INVESTING
                                                                          -               -
                                                              --------------  --------------


Effect of exchange rate changes on cash. . . . . . . . . . .             49             (39)
                                                              --------------  --------------

NET CASH INFLOW (OUTFLOW). . . . . . . . . . . . . . . . . .            718          (1,414)

CASH, BEGINNING OF PERIOD. . . . . . . . . . . . . . . . . .            512           2,089
                                                              --------------  --------------

CASH, END OF PERIOD. . . . . . . . . . . . . . . . . . . . .  $       1,230   $         675
                                                              ==============  ==============


NON-CASH FINANCING ACTIVITIES
  Common stock issued for debt . . . . . . . . . . . . . . .              -         121,000

</TABLE>

                  See Accompanying Notes To Financial Statements


                                        4
<PAGE>

                                 PRIME AIR, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2003 and 2002

1.     INCORPORATION,  PRINCIPLES  OF  CONSOLIDATION AND ACCOUNTING PRESENTATION

The  Company  was  incorporated  under  the  laws of the State of Nevada, USA on
November  10,  1996,  the  purpose  of  which  was to change the domicile of the
Company  from  the  State  of  Delaware to the State of Nevada.  This change was
approved  by  the  shareholders  of  both  corporations on November 26, 1997 and
effected through a "plan and agreement of merger" with the surviving corporation
being  Prime  Air,  Inc.  (Nevada).  The  articles of merger were filed with the
appropriate  State  authorities  on December 15, 1997 which became the effective
date  of  the  merger.

The  Delaware  corporation was incorporated on April 4, 1996 and acquired all of
the  assets,  liabilities and shareholders of a previous Utah corporation of the
same  name.  The  Utah corporation had been reincorporated on August 30, 1993 as
Astro  Enterprises,  Inc.  and  on  June  28,  1994,  pursuant  to  appropriate
shareholder  agreements,  acquired  all  outstanding shares of Prime Air Inc. (a
Canadian  corporation)  in exchange for shares of its capital stock on a .787796
to 1 basis, thereby providing the shareholders of Prime Air Inc. with 90% of the
outstanding  capital  stock  of Astro Enterprises, Inc.  Astro Enterprises, Inc.
then  changed  its  name  to  Prime  Air,  Inc.  Following  incorporation of the
Delaware  company,  the  Utah  corporation  was  dissolved  on  May  15,  1996.

These  consolidated financial statements include the accounts of the Company and
its wholly-owned operating subsidiary, Prime Air Inc. (the Canadian corporation)
and  have  been  prepared  in  accordance  with  U.S.  GAAP  standards.

2.     NATURE  OF  OPERATIONS  /  GOING  CONCERN  CONSIDERATIONS

The  Company  is  presently in its developmental stage and currently has minimal
sources  of revenue to provide incoming cash flows to sustain future operations.
The  Company's  present  activities  relate  to  the  construction  and ultimate
exclusive  operation  of  an  international  passenger  and  cargo  air terminal
facility  in  the  Village  of  Pemberton, British Columbia and the operation of
scheduled  flight  services  between  that facility and certain major centers in
Canada  and  the  United  States  in  conjunction with Voyageur Airways Limited.
Terminal  building  construction  was  substantially  completed in May 1996. The
future  successful  operation  of  the  Company is dependent upon its ability to
obtain  the  financing  required  to  complete  and  operationalize the terminal
facility  and  to  commence  operation  thereof on an economically viable basis.
Management  believes  the  Company  will be able to generate sufficient funds to
meet  its  obligations  for  a period of at least twelve months from the balance
sheet  date. There is no guarantee that the Company will be able to complete any
of  the  above  objectives.  These factors raise substantial doubt regarding the
Company's  ability  to  continue  as  a  going  concern.

These  consolidated financial statements have been prepared on a "going concern"
basis  which  assumes  the  Company  will  be able to realize its assets, obtain
financing  as  required  and  discharge  its  liabilities and commitments in the
normal  course  of  business.


                                        5
<PAGE>


                                 PRIME AIR, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2003 and 2002


3.     SIGNIFICANT  ACCOUNTING  POLICIES

Foreign  Currency  Translation
------------------------------

The Company's functional and reporting currency is the United States dollar. The
financial  statements  of the Company are translated to United States dollars in
accordance  with  Statement  of  Financial  Accounting Standards ("SFAS") No. 52
"Foreign  Currency  Translation". Monetary assets and liabilities denominated in
foreign  currencies  are  translated  using  the exchange rate prevailing at the
balance  sheet  date.  Gains  and losses arising on translation or settlement of
foreign  currency  denominated  transactions  or  balances  are  included in the
determination  of income. Foreign currency transactions are primarily undertaken
in  Canadian  dollars.  The  Company  has  not,  to the date of these financials
statements,  entered into derivative instruments to offset the impact of foreign
currency  fluctuations.

As  the  functional  currency  of  the  wholly-owned  subsidiary is the Canadian
dollar, SFAS No. 52 requires the use of the current rate method to translate the
subsidiary's  financial  statements  into  US  dollars.  Under  the current rate
method,  all  assets  and  liabilities are translated at the current rate, while
stockholders' equity accounts are translated at the appropriate historical rate.
The  revenues  and  expenses that occur evenly over the period are translated at
the weighted-average rate for the period. The cumulative translation adjustments
balance  is  reported  as a component of accumulated other comprehensive income.

Fair  Value  of  Financial  Instruments
---------------------------------------

In  accordance  with  the  requirements  of SFAS No. 107, "Disclosure About Fair
Value  Of  Financial  Instruments", the carrying amounts reported on the balance
sheets  for  cash  and cash equivalents, namely, "cash and short-term deposits",
"prepaid  expenses",  "GST  recoverable",  "accounts  payable  and  accrued
liabilities"  and  "notes  and  advances  payable" approximate their fair market
value.

Receivables  /  Prepaid  Expenses
---------------------------------

All  amounts  reported  as receivables or prepaid expenses have been recorded at
their  original  values.  There have been no amounts written off as bad debts or
provided  for  as  an  allowance  against  the  recovery  of  these  assets.

Capital  Assets
---------------

a)     Air  Terminal  Construction  Costs: Expenditures relating directly to the
       ----------------------------------
construction  of  the  air  terminal facility and related engineering and design
have  been  recorded in the accounts of the Company at cost, net of amortization
which is provided on a straight-line basis over the 30-year term of the property
lease.

b)     Furniture  and  Equipment: Furniture and equipment is stated at cost, net
       -------------------------
of  amortization  which  is  provided  for  at  the rate of 20% per annum on the
declining  balance  basis.

c)     Computer: Computer equipment is stated at cost, net of amortization which
       --------
is  provided  for  at  the rate of 30% per annum on the declining balance basis.


                                        6
<PAGE>


                                 PRIME AIR, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2003 and 2002

3.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Use  of  Estimates  in  the  Preparation  of  Financial  Statements
-------------------------------------------------------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported amounts of revenues and expenses during the reporting periods.  In
these  financial  statements,  assets,  liabilities  and  results  of operations
involve  significant  reliance  on  management  estimates.  Actual results could
differ  from  the  use  of  those  estimates.

Income  Taxes
-------------

The  Company  adopted  SFAS  No.  109, "Accounting For Income Taxes", during the
fiscal year ended December 31, 1998 and applied the provisions of that statement
on  a  retroactive  basis  to  the  previous  fiscal years, which resulted in no
significant  adjustments.  SFAS No. 109, "Accounting for Income Taxes", requires
an  asset  and  liability  approach  for  financial accounting and reporting for
income  tax purposes.  This statement recognizes (a) the amount of taxes payable
or  refundable  for the current year and (b) deferred tax liabilities and assets
for future tax consequences of events that have been recognized in the financial
statements  or  tax  returns.  Potential  benefits  of income tax losses are not
recognized  in  the  accounts  until  realization  is  more  likely  than  not.

Other  Comprehensive  Loss
--------------------------

SFAS  No.  130,  "Reporting Comprehensive Income," establishes standards for the
reporting  and display of comprehensive loss and its components in the financial
statements.  As  at  March  31,  2003,  the  Company  had  accumulated  other
comprehensive  income  of  $12,073,  which  is  comprised  of  foreign  currency
translation  adjustments.

4.    CAPITAL  ASSETS

Capital assets consist of the following at March 31, 2003 and December 31, 2002:

<TABLE>
<CAPTION>
                                                                           December
                                               March  31,  2003           31, 2002
                                      ----------------------------------  ---------
                                         *       Accumulated   Net Book   Net Book
                                        Cost    Amortization     Value      Value
                                      --------  -------------  ---------  ---------
<S>                                   <C>       <C>            <C>        <C>
     Air terminal construction costs  $595,336  $     144,434  $ 450,902  $ 425,493
     Computer equipment. . . . . . .     1,011            202        809        802
     Furniture and equipment . . . .     4,882          3,868      1,014      1,010
                                      --------  -------------  ---------  ---------
                                      $601,229  $     148,504  $ 452,725  $ 427,305
                                      ========  =============  =========  =========
</TABLE>


                                        7
<PAGE>

                                 PRIME AIR, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2003 and 2002

5.    NOTES  AND  ADVANCES  PAYABLE

The  notes  and  advances  payable  are  unsecured, non-interest bearing and are
without  specific  terms  of  repayment.

6.    CAPITAL  STOCK

Shares  issued  for  non-cash consideration were valued based on the fair market
value  of  the  common  stock  on  the  measurement  date  for  the transaction.

During  the  three month period ended March 31, 2002, the Company issued 920,000
shares  of  common  stock  by  way  of  debt settlements covering obligations of
$121,000,  of  which  directors received 800,000 shares to settle obligations of
$100,000.

7.    RELATED  PARTY  TRANSACTIONS

Included  in  due  to  related  parties  is  an amount of $11,846 which has been
advanced  to  the  Company  by a shareholders and/or a corporation controlled by
that shareholder who is the beneficial owner of 2,245,226 shares of common stock
of  the  Company, that holding representing 10.22% of the issued and outstanding
capital  of  the  Company.

During  the three months ended March 31, 2003 and 2002, no cash remuneration was
paid  to  any  director or officer of the Company.  The Company records services
provided  by related parties at their fair value in the period when the services
are  rendered  and the obligation accrued. The Company has adopted the policy of
issuing  "restricted"  common  shares  to  certain  directors  and  officers for
services  rendered  in a later period than when the services were performed. The
common shares later issued in settlement of these obligations are recorded based
on  the  fair value of the services performed, being the measurement date.  Also
included  in due to related parties is an amount of $95,000 (December 31, 2002 -
$80,000),  which  is  the value of services rendered by directors for consulting
services  provided  in  the  current  and  prior  fiscal  periods.
During  the three months ended March 31, 2002, directors of the Company received
800,000  common  shares  by  way  of  a  debt settlement covering obligations of
$100,000.

8.    RENT,  PROPERTY  TAXES  AND  LEASE  COMMITMENT

The  Canadian  subsidiary  corporation  has  entered  into  an Airport Lease and
Operating  Agreement with The Corporation of The Village of Pemberton in British
Columbia whereby it has been granted an exclusive and irrevocable lease over the
lands and airport facilities associated with the Pemberton Airport.  The term of
the Lease and Operating Agreement, including extension options relating thereto,
is  for  a  total  of  30  years  with  terminal  rent  payable  as  follows:

     -    $  67  US  ($100  CDN)  per  annum for the initial six (6) years (1993
          through  1999);  and  thereafter

     -    5%  of  gross  receipts  per  annum  derived from the operation of the
          terminal facilities, excluding amounts received in connection with the
          sale  of  airline tickets and other forms of transportation. The lease
          commitment  amounts  for 2002 through 2006 cannot be quantified as the
          amount  of  gross  receipts  for  those years cannot be determined and
          active  operation  of  the  terminal facilities has not yet commenced.

The Airport Agreement may be terminated by the Village of Pemberton in the event
of  a  material default by Prime Air (BC) or if Prime Air shall become bankrupt.
The terminal facilities shall become the property of the Village of Pemberton at
the  expiration  of  the  Airport  Agreement.


                                        8
<PAGE>

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

GENERAL

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
--------------------------------------------------------------------------------
OPERATION
---------

Some  of  the  information presented in 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.

To  the present date, Prime Air (BC) has constructed the basic terminal building
and  proposes  to facilitate regular, scheduled air service to Pemberton Airport
to  serve  the  nearby resort community of Whistler.  Sufficient funding has not
been secured to provide for costs for completion of certain infrastructure items
including  landing  lights,  airside  and  groundside related equipment, advance
marketing  and  working  capital  requirements.  Management  estimates  the
requirement  for  a  commitment  of  approximately  $3,000,000  to  provide  a
satisfactory  start  up  of  the British Columbia operation.   It is conceivable
that  a  considerably  lesser  amount  to provide for "lead in lights" and basic
weather and ground handling equipment would allow charter operations to commence
on  a  limited  basis.  Management  is attempting to raise sufficient capital to
allow a "start up" consisting of charter flights from Boeing Field in Seattle to
Pemberton.

The results of the operations for the quarter ended March 31, 2003 show costs at
approximately  62%  greater  than  the  same period of the previous year, before
"foreign  exchange  conversion", after which calculation, the quarterly expenses
show  approximately  221% greater for this period.  Foreign exchange differences
when  calculated  equate  all  values  to  US  funds.  The  primary asset of the
subsidiary  company  is  a  capital  asset  (terminal  building)  owned  by  the
subsidiary  company,  such  amounts  are  recorded  initially in Canadian funds.
Operating  costs  are  recorded at the "average" or "actual" conversion amounts;
value  of  capital  assets  is  reported at the applicable period end conversion
rate.  Because  of  the "development stage" nature of the company, these figures
will  not  be  representative  of  the  of  the  Company's  future  operations.

THE  PAST QUARTER.  Due to the Company's negative working capital, the year 2002
and  the  current operating quarter remain difficult.  The Company has sought to
minimize  operating  costs.  The  overriding  constraint  has  been  cash  flow.


                                        9
<PAGE>

RESULTS  OF  OPERATIONS

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002.

The  Company  earned no revenue during the three months ended March 31, 2003 and
2002.

Expenses  for  the  three  months  ended March 31, 2002 were $34,174 compared to
$29,455  for  the  same  period  during  the  prior  year.  The primary expenses
incurred  for  the  three  months  ended  March 31, 2003 were consulting fees of
$24,000  compared  to  $25,000  for  the  three  months  ended  March  31, 2002.
Consulting  fees  primarily  related  to  fees  paid  to third party consultants
relating  to  aviation,  navigation  and  resort marketing services.  Consulting
services  to  related  parties  are  primary  expenses  related to the Company's
president,  and  director  fees.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  of  March 31, 2003, the Company's negative working capital was ($361,174) as
compared  to  a  negative working capital of ($323,374) as of December 31, 2002.

The  Company currently has no revenue and will not generate any revenue until it
begins  its  operation  at  Pemberton.  Historically, the Company has funded its
operations through loans and issuance of its common stocks.  No assurance can be
given  that  the  Company  will  be  able  to  continue to receive loans for its
operations.

ITEM  3.     CONTROLS  AND  PROCEDURES

We  carried  out an evaluation, under the supervision and with the participation
of  our management, including our Executive Officer and Chief Financial Officer,
of  the effectiveness of the design and operation of our disclosure controls and
procedures  (as  defined  by  Exchange  Act Rule 13a-15(e)) as of the end of our
first  fiscal  quarter pursuant to Exchange Act Rule 13a-15(b).  Based upon that
evaluation,  our  Chief  Executive Officer and Chief Financial Officer concluded
that  our  disclosure  controls  and  procedures  are effective in ensuring that
information  required  to  be  disclosed by us in reports that we file or submit
under  the  Exchange  Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and
forms.

There  have  been  no  changes  in our internal control over financial reporting
identified  in  connection with our evaluation as of the end of the first fiscal
quarter  that occurred during such quarter that have materially affected, or are
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.


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                                    PART II

ITEM  1.     LEGAL  PROCEEDINGS

Neither  the  Company  nor  any  of  its  properties  is  a  party  to any legal
proceedings  or  government  actions,  including  any  material  bankruptcy,
receivership,  or  similar  proceedings.

ITEM  2     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

None

ITEM  3     DEFAULTS  UPON  SENIOR  SECURITIES

None

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITIES  HOLDERS

No matters were submitted to a vote of the shareholders during the quarter ended
March  31,  2003.

ITEM  5.     OTHER  INFORMATION

None

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)     Exhibits

Exhibit  No.
------------

31.1     Certification  by  the  Principal Executive Officer Pursuant to Section
         302  of  the  Sarbanes-Oxley  Act

31.2     Certification  by  the Principal Accounting Officer Pursuant to Section
         302  of  the  Sarbanes-Oxley  Act

32       Certification  by  the  Principal  Executive  and Financial Officers
         Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act

(B)     Reports  on  Form  8-K.

     None


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<PAGE>

                                    SIGNATURE

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  Registrant  has  duly  caused  this Amendment No. 2 to Form
10-QSB/A  to  be  signed  on  its  behalf  by  the  undersigned,  thereunto duly
authorized,  in the City of Vancouver, province of British Columbia, on the 30th
day  of  April,  2004.
Prime  Air,  Inc.


                                         By:  /s/  Blaine  Haug
                                              -----------------
                                              Blaine  Haug
                                              Chief  Executive  Officer
                                              (Principal Executive and Principal
                                              Accountant  and  Financial Officer


                                       12
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