UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB


                                   (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,  2004

                                       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,      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, 2004, there were
27,174,000  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
                                               (Expressed in US dollars)


                                                                                            March 31,     December 31,
                                                                                               2004           2003
                                                                                           (unaudited)     (audited)
                                                                                           ------------  --------------
<S>                                                                                        <C>           <C>
ASSETS

Current Assets
  Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     4,777   $       2,691
  Prepaid expenses and deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4,188           5,382
  Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        3,186           1,292
                                                                                           ------------  --------------

Total Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       12,151           9,365

Property and Equipment (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      497,190         508,158
                                                                                           ------------  --------------

Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   509,341   $     517,523
                                                                                           ============  ==============



LIABILITIES

Current Liabilities
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    66,054   $      78,436
  Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       15,000          10,500
  Due to related parties (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . .       84,696          39,248
  Notes and advances payable  (Note 4). . . . . . . . . . . . . . . . . . . . . . . . . .       22,179          22,408
                                                                                           ------------  --------------

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      187,929         150,592
                                                                                           ------------  --------------

Contingencies and Commitments (Notes 1 and 7)

STOCKHOLDERS' EQUITY

Preferred Stock, 5,000,000 cumulative and convertible preferred shares authorized with a
par value of $0.001, none issued. . . . . . . . . . . . . . . . . . . . . . . . . . . . .            -               -

Common Stock, 150,000,000 common shares authorized with a par value of $0.001,
27,174,000 and 27,084,000 issued and outstanding, respectively. . . . . . . . . . . . . .       27,174          27,084

Additional Paid In Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,419,101       4,412,694

Accumulated other comprehensive income. . . . . . . . . . . . . . . . . . . . . . . . . .       54,065          58,586

Deficit accumulated during the development stage. . . . . . . . . . . . . . . . . . . . .   (4,178,928)     (4,131,433)
                                                                                           ------------  --------------

Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      321,412         366,931
                                                                                           ------------  --------------

Total Liabilities and Stockholders' Equity. . . . . . . . . . . . . . . . . . . . . . . .  $   509,341   $     517,523
                                                                                           ============  ==============
</TABLE>

   (The accompanying notes are an integral part of these consolidated financial
                                   statements)


                                        2
<PAGE>

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


                                                                                  Accumulated From
                                                 Three Months    Three Months      March 10, 1989
                                                    Ended           Ended       (Date of Inception)
                                                  March 31,       March 31,         to March 31,
                                                     2004            2003               2004
                                                --------------  --------------  --------------------
<S>                                             <C>             <C>             <C>

Revenue
  Rental income. . . . . . . . . . . . . . . .  $       2,133   $           -   $             4,497
                                                --------------  --------------  --------------------

Expenses
  Flight operations. . . . . . . . . . . . . .  $           -   $           -   $           114,720
  Advertising and Promotion. . . . . . . . . .            382               -                40,843
  Amortization . . . . . . . . . . . . . . . .          5,732           4,942               170,265
  Consulting . . . . . . . . . . . . . . . . .              -           9,000                39,734
  Consulting to related parties. . . . . . . .         22,500          15,000             2,822,196
  General and Administrative . . . . . . . . .          8,375           4,239               778,182
  Professional fees. . . . . . . . . . . . . .         12,639             993               317,299
                                                --------------  --------------  --------------------

                                                       49,628          34,174             4,283,239
                                                --------------  --------------  --------------------

Loss from Operations . . . . . . . . . . . . .        (47,495)        (34,174)           (4,278,742)

Gain on settlement of debt . . . . . . . . . .              -               -                99,814
                                                --------------  --------------  --------------------

Net Loss For the Period. . . . . . . . . . . .        (47,495)        (34,174)  $        (4,178,928)

Other Comprehensive Income (Loss)
  Foreign currency translation adjustments . .         (4,521)         21,794                54,065
                                                --------------  --------------  --------------------

Comprehensive Loss . . . . . . . . . . . . . .  $     (52,016)  $     (12,380)  $        (4,124,863)
                                                ==============  ==============  ====================


Net Loss Per Common Share - Basic and Diluted.  $       (0.00)  $       (0.00)
                                                ==============  ==============


Weighted Average Shares Outstanding. . . . . .     27,144,000      23,318,666
                                                ==============  ==============

</TABLE>

   (The accompanying notes are an integral part of these consolidated financial
                                   statements)


                                        3
<PAGE>

<TABLE>
<CAPTION>

                                              PRIME  AIR,  INC.
                                        (A Development Stage Company)
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (Expressed in US dollars)
                                                 (unaudited)


                                                                                Three Months    Three Months
                                                                                   Ended           Ended
                                                                                 March 31,       March 31,
                                                                                    2004            2003
                                                                               --------------  --------------
<S>                                                                            <C>             <C>
CASH FLOWS TO OPERATING ACTIVITIES

  Net loss for the period . . . . . . . . . . . . . . . . . . . . . . . . . .  $     (47,495)  $     (34,174)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          5,732           4,942

Changes in operating assets and liabilities:

    (Increase) in accounts receivable . . . . . . . . . . . . . . . . . . . .            (80)              -
    (Increase) in prepaid expenses and other. . . . . . . . . . . . . . . . .           (683)          1,888
    Increase in due to related parties. . . . . . . . . . . . . . . . . . . .         39,273          15,000
    (Decrease) Increase in accounts payable and accrued liabilities . . . . .        (16,346)         13,013
                                                                               --------------  --------------

Net Cash (Used In) Provided by Operating Activities . . . . . . . . . . . . .        (19,599)            669
                                                                               --------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from notes and advances payable. . . . . . . . . . . . . . . . . .         21,890               -
                                                                               --------------  --------------

Net Cash Provided by Financing Activities . . . . . . . . . . . . . . . . . .         21,890               -
                                                                               --------------  --------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH . . . . . . . . . . . . . . . . . . .           (205)             49
                                                                               --------------  --------------

INCREASE IN CASH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,086             718

CASH, BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . .          2,691             512
                                                                               --------------  --------------

CASH, END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       4,777   $       1,230
                                                                               ==============  ==============


NON-CASH FINANCING ACTIVITIES
  Common stock issued for debt. . . . . . . . . . . . . . . . . . . . . . . .  $       6,497   $           -


SUPPLEMENTAL DISCLOSURES
  Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           -   $           -
  Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           -   $           -

</TABLE>

    (The accompanying notes are an integral part of the consolidated financial
                                   statements)


                                        4
<PAGE>

                                 PRIME AIR, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Expressed in US dollars)
                                   (unaudited)

1.     Development  Stage  Company

The  Company  was incorporated under the laws of the State of Nevada on November
10, 1996, for the purpose of changing 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, 1995, for the purpose of
changing  the  domicile  of  the  Company from the State of Utah to the State of
Delaware by acquiring all of the assets and liabilities of the Utah Corporation,
and  issuing  shares of the Delaware Corporation to the shareholders of the Utah
Corporation  on  a  one  for  one  basis.  The  Utah Corporation was voluntarily
dissolved  by  the  State  of  Utah  on  May  18,  1995.

The  Utah  Corporation was incorporated on August 30, 1993 as Astro Enterprises,
Inc.  ("Astro").  On  June  28,  1994,  pursuant  to  appropriate  shareholder
agreements,  the  Utah  Corporation acquired all outstanding shares of Prime Air
(BC)  Inc.,  a  private  Canadian  corporation  ("the  Canadian Corporation") in
exchange  for  shares  of  its  capital  stock  on a .787796 to 1 basis, thereby
providing  the  shareholders  of  the  Canadian  Corporation  with  90%  of  the
outstanding  common  shares of Astro.  The acquisition was a capital transaction
in substance and therefore was accounted for as a recapitalization of Astro. The
Canadian  Corporation was incorporated on March 10, 1989. Astro then changed its
name  to  Prime  Air,  Inc.,  which  subsequently was acquired as a wholly owned
subsidiary  by  the  Delaware  Corporation,  as  described  above.  Prior to the
acquisition,  Astro  had  no  principal  operations  and had nominal net assets.

The  Company is a development stage company as defined by Statement of Financial
Accounting  Standards ("SFAS") No. 7. In a development stage company, management
devotes  most  of  its activities in developing a market for its products and/or
services.  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 the terminal facility and commence
operations on an economically viable basis. The ability of the Company to emerge
from  the  development  stage  with  respect  to  any planned principal business
activity  is  dependent  upon  its successful efforts to raise additional equity
financing  and/or  attain profitable operations. 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 raise any equity financing or sell any of its
services at a profit. There is substantial doubt regarding the Company's ability
to  continue  as  a  going  concern.

In  May,  2004 the Company agreed to issue 1,920,000 shares of restricted common
stock to Noble Securities Holding Ltd. at $0.05 per share to raise cash proceeds
of $96,000, and 100,000 shares of restricted common stock to a director at $0.05
per  share  to  raise  cash  proceeds  of  $5,000  for working capital purposes.

2.     Summary  of  Significant  Accounting  Policies

a)     Basis  of  Presentation

These  consolidated financial statements include the accounts of the Company and
its  wholly-owned  operating  subsidiary,  Prime  Air  Inc.  (the  Canadian
corporation).  All  intercompany transactions and balances have been eliminated.

b)     Year  End

The  Company's  fiscal  year  end  is  December  31.

c)     Use  of  Estimates

The  preparation  of  consolidated  financial  statements  in  conformity  with
accounting  principles  generally  accepted  in  the  United  States  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


                                        5
<PAGE>

                                 PRIME AIR, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Expressed in US dollars)
                                   (unaudited)

2.     Summary  of  Significant  Accounting  Policies  (Continued)

the reported amounts of revenues and expenses during the periods. Actual results
could  differ  from  those  estimates.

d)     Cash  and  Cash  Equivalents

The  Company  considers  all  highly  liquid  instruments with maturity of three
months  or  less  at  the  time  of  issuance  to  be  cash  equivalents.

e)     Other  Comprehensive  Income  (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,  2004  and 2003, the Company's only component of
comprehensive  income  (loss)  were  foreign  currency  translation adjustments.

f)     Property  and  Equipment

Property  and  equipment  is  carried  at  cost  less  accumulated amortization.
Amortization is computed on the following methods over the estimated useful life
of  the  asset  at  the  following  annual  rates:

Air  terminal  -  Straight-line over 30-year term of land and airport facilities
lease

Furniture  and  equipment  -  20%  Declining-balance

Computer  equipment  -  30%  Declining-balance

g)     Long-Lived  Assets

In  accordance  with  SFAS No. 144, Accounting for the Impairment or Disposal of
Long  Lived  Assets",  the  carrying value of long-lived assets is reviewed on a
regular  basis  for  the  existence  of  facts or circumstances that may suggest
impairment.  The  Company  recognizes an impairment when the sum of the expected
undiscounted  future  cash  flows is less than the carrying amount of the asset.
Impairment  losses, if any, are measured as the excess of the carrying amount of
the  asset  over  its  estimated  fair  value.

h)     Foreign  Currency  Translation

The  functional  currency  of  the Company's Canadian subsidiary is the Canadian
dollar.  The  financial  statements  of this subsidiary are translated to United
States  dollars  in  accordance  with SFAS No. 52 "Foreign Currency Translation"
using period-end rates of exchange for assets and liabilities, and average rates
of  exchange  for the year for revenues and expenses. Translation gains (losses)
are  recorded in accumulated other comprehensive income (loss) as a component of
stockholders' equity. Foreign currency transaction gains and losses are included
in  current  operations.

i)     Revenue  Recognition

The  Company  recognizes  revenue  in  accordance  with  Securities and Exchange
Commission  Staff  Accounting Bulletin No. 104 ("SAB 104"), "Revenue Recognition
in  Financial Statements." Revenue is recognized only when the price is fixed or
determinable,  persuasive  evidence  of  an  arrangement  exists, the service is
performed, and collectibility is reasonably assured. The Company receives income
from  the  rental  of  the  air  terminal  located  in  Pemberton,  BC,  Canada.

j)     Basic  and  Diluted  Net  Income  (Loss)  Per  Share

The  Company  computes  net  income (loss) per share in accordance with SFAS No.
128,  "Earnings  per  Share"  (SFAS 128). SFAS 128 requires presentation of both
basic  and diluted earnings per share (EPS) on the face of the income statement.
Basic  EPS  is  computed  by  dividing  net  income  (loss)  available to common
shareholders  (numerator)  by  the weighted average number of shares outstanding
(denominator)  during  the  period.  Diluted  EPS  gives  effect to all dilutive
potential  common  shares outstanding during the period including stock options,
using  the  treasury  stock  method,  and convertible preferred stock, using the
if-converted  method.  In computing Diluted EPS, the average stock price for the
period  is  used  in  determining  the  number of shares assumed to be purchased


                                        6
<PAGE>

                                 PRIME AIR, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Expressed in US dollars)
                                   (unaudited)

2.     Summary  of  Significant  Accounting  Policies  (Continued)

from  the  exercise  of  stock  options  or  warrants.  Diluted EPS excludes all
dilutive  potential  shares  if  their  effect  is  anti  dilutive.

k)     Stock-Based  Compensation

The  Company  records  stock-based compensation in accordance with SFAS No. 123,
"Accounting  for  Stock-Based  Compensation". Common stock issued by the Company
for  services  is  recognized  as  compensation expense based on the fair market
value  of  the  stock  award  or  fair  market  value  of the goods and services
received,  whichever is more reliably measurable. The Company does not currently
have  a  stock  option  plan.

l)     Financial  Instruments

The  fair  values  of  cash, prepaid expenses, other receivables, notes payable,
advances  payable,  accounts  payable  and accrued liabilities were estimated to
approximate their carrying values due to the immediate or short-term maturity of
these  financial  instruments.  The  Company's  operations  are  in  Canada  and
virtually  all  of  its  assets  and  liabilities are giving rise to significant
exposure  to  market risks from changes in foreign currency rates. The financial
risk  is  the  risk  to the Company's operations that arise from fluctuations in
foreign  exchange  rates and the degree of volatility of these rates. Currently,
the  Company  does  not  use  derivative  instruments  to reduce its exposure to
foreign  currency  risk.

m)     Income  Taxes

The  Company utilizes the liability method of accounting for income taxes as set
forth  in  SFAS  No.  109,  Accounting  for Income Taxes ("SFAS 109"). Under the
liability  method,  deferred  taxes  are  determined  based  on  the  temporary
differences  between  the  financial  statement  and  tax  bases  of  assets and
liabilities  using  enacted tax rates. A valuation allowance is recorded when it
is  more  likely  than  not  that  some  of  the deferred tax assets will not be
realized.

n)     Recent  Accounting  Pronouncements

In December 2003, the Securities and Exchange Commission issued Staff Accounting
Bulletin  No.  104,  "Revenue  Recognition" (SAB 104), which supersedes SAB 101,
"Revenue Recognition in Financial Statements." The primary purpose of SAB 104 is
to  rescind accounting guidance contained in SAB 101 related to multiple element
revenue  arrangements,  which was superseded as a result of the issuance of EITF
00-21,  "Accounting  for Revenue Arrangements with Multiple Deliverables." While
the  wording  of  SAB 104 has changed to reflect the issuance of EITF 00-21, the
revenue  recognition  principles  of  SAB  101  remain  largely unchanged by the
issuance  of  SAB 104. The adoption of SAB 104 did not have a material impact on
the  Company's  financial  statements.

In  January  2003  the  FASB  issued  FIN 46, Consolidation of Variable Interest
Entities  ("FIN  46"),  which  was  amended in December 2003. FIN 46 requires an
investor  with  a  majority of the variable interests (primary beneficiary) in a
variable  interest  entity  ("VIE")  to consolidate the entity and also requires
majority  and  significant  variable  interest  investors  to  provide  certain
disclosures. A VIE is an entity in which the voting equity investors do not have
a  controlling  financial  interest  or  the  equity  investment  at  risk  is
insufficient  to  finance  the  entity's activities without receiving additional
subordinated  financial  support  from  the  other  parties.  Development  stage
entities that have sufficient equity invested to finance the activities they are
currently engaged in and entities that are businesses, as defined in FIN 46, are
not  considered  VIE's.  The provisions of FIN 46 were effective immediately for
all arrangements entered into with new VIE's created after January 31, 2003. For
arrangements  entered  into  with  VIE's  created  before  January 31, 2003, the
provisions  of  FIN  46  are  effective at the end of the first reporting period
ending  after  March  15,  2004.  The  Company  does  not  have  VIE's.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics of both Liabilities and Equity". SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments  with  characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). The requirements of SFAS No.
150  apply  to issuers' classification and measurement of freestanding financial
instruments,  including  those  that  comprise  more  than one option or forward
contract.  SFAS  No.  150  does  not  apply  to  features  that  are


                                        7
<PAGE>

                                 PRIME AIR, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Expressed in US dollars)
                                   (unaudited)

2.     Summary  of  Significant  Accounting  Policies  (Continued)

embedded  in  a  financial  instrument that is not a derivative in its entirety.
SFAS  No.  150  is  effective for financial instruments entered into or modified
after  May  31,  2003,  and otherwise is effective at the beginning of the first
interim  period  beginning  after June 15, 2003, except for mandatory redeemable
financial  instruments  of  non-public  entities.  It  is  to  be implemented by
reporting  the  cumulative  effect  of  a  change in an accounting principle for
financial instruments created before the issuance date of SFAS No. 150 and still
existing  at the beginning of the interim period of adoption. Restatement is not
permitted.  The  adoption of this standard did not have a material effect on the
Company's  results  of  operations  or  financial  position.

o)     Reclassifications

Certain  amounts  and/or  disclosures  in  the prior year consolidated financial
statements  have  been  reclassified  or  disclosure revised to conform with the
current  year  presentation.

p)     Interim  Financial  Statements

These  interim  unaudited  financial  statements  have been prepared on the same
basis  as  the  annual  financial  statements  and in the opinion of management,
reflect  all  adjustments,  which  include  only  normal  recurring adjustments,
necessary  to  present  fairly  the  Company's  financial  position,  results of
operations  and  cash flows for the periods shown. The results of operations for
such  periods  are not necessarily indicative of the results expected for a full
year  or  for  any  future  period.

3.     Property  and  Equipment

<TABLE>
<CAPTION>
                                                            December 31,
                                    March 31, 2004                  2003
                         ---------------------------------  ------------
                                    Accumulated   Net Book      Net Book
                           Cost    Amortization    Value         Value
                         --------  -------------  --------      --------
<S>                      <C>       <C>            <C>           <C>
Air terminal. . . . . .  $680,589  $     184,950  $495,639      $506,489
Computer equipment. . .     1,138            454       684           747
Furniture and equipment     5,493          4,626       867           922
                         --------  -------------  --------      --------

                         $687,220  $     190,030  $497,190      $508,158
                         ========  =============  ========      ========
</TABLE>

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

5.     Related  Party  Transactions

a)     Included  in due to related parties is an amount of $34,736 (December 31,
2003  - $12,846) which has been advanced to the Company by a shareholders and/or
a corporation controlled by that shareholder.  This shareholder controls 100% of
the  related  corporation.  During  the  three months ended March 31, 2004, cash
advances  of  $21,890 were made.  This amount is unsecured, non-interest bearing
and  has  no  specific  terms  of  repayment.

b)     Included  in due to related parties is an amount of $49,960 (December 31,
2003 - $26,402) which represents consulting fees and expenses incurred on behalf
of  the  Company  by  directors  and  officers.  These  amounts  are  unsecured,
non-interest  bearing  and  have  no  specific  terms  of  repayment.

6.     Common  Shares
During  the  three  month period ended March 31, 2004, the Company issued 50,000
shares  of  common stock at $0.05 per share and 40,000 shares of common stock at
$0.10  per  share  to  creditors  to  settle  debt  of  $6,497.

7.     Commitments
The  Company's  wholly  owned Canadian subsidiary ("subsidiary") entered into an
Airport Lease and Operating Agreement ("the "Agreement") with The Corporation of
The  Village  of  Pemberton  in  British  Columbia  in  1993


                                        8
<PAGE>

                                 PRIME AIR, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Expressed in US dollars)
                                   (unaudited)

whereby  it  was  granted  an exclusive and irrevocable lease over the lands and
airport facilities associated with the Pemberton Airport. The initial lease term
commenced  on  October  29,  1993  and ended on October 31, 1996. The subsidiary
exercised its option for extensions of the Agreement, which currently expires in
2004,  however  the  Company  has  two ten-year options for extension available,
which  require  written  notice  within  six  months  prior to the expiry of the
Extension  Term.  The  Company  plans to file written notice with the Village of
Pemberton  to  exercise  the  first  10  year  option  extension.

Rent  payable  under  the  Agreement  is based on 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  Company  paid  rent  expense  of  $165  for the year ended
December  31,  2003  (2002: NIL), which represented 5% of gross rental receipts.
The  lease  commitment amounts for 2003 through 2007 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 Company paid
property taxes imposed by municipal authorities amounting to $9,383 for the year
ended  December  31,  2003  (2002:  $9,859).

The Village of Pemberton in the event of a material default or bankruptcy by the
Company  may  terminate  the Agreement. The terminal facilities shall become the
property  of  the  Village  of  Pemberton  at  the  expiration of the Agreement.

8.     Subsequent  Event

In  May,  2004,  the  Company  issued 2,005,000 shares of common stock to settle
outstanding  debt  of  approximately  $100,000.  Included  in this amount is the
issuance  of  1,150,000  common  shares to a company controlled by a director to
settle  debt  of  $57,000.


                                        9
<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  PAST QUARTER.  Due to the Company's negative working capital, the year 2004
and  the  current operating quarter remain difficult.  The Company has sought to
minimize  operating  costs.  The  overriding  constraint  has  been  cash  flow.
Because of the "development stage" nature of the Company, these figures will not
be  representative  of  the  of  the  Company's  future  operations.

RESULTS  OF  OPERATIONS

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED MARCH 31, 2003.

The  Company earned rental revenue of $2,133 during the three months ended March
31,  2004.  No  similar  revenue  was earned during the same period of the prior
year.

Expenses  for  the  three  months  ended March 31, 2004 were $49,698 compared to
$34,174 for the same period during the prior year. The primary expenses incurred
for  the  three  months  ended March 31, 2004 were $12,639 of professional fees,
$8,375  in general and administrative expenses and $22,500 in consulting fees to
related  parties.  Professional  fees relate to third party accounting and legal
fees. The $22,500 in related party consulting fees consist of $10,000 in fees to
the  Company's president and $12,500 in the aggregate to two directors for their
advice and activity related to the Company's operations. During the three months


                                       10
<PAGE>

ended  March  31,  2003,  the  Company  incurred  consulting  fees of $9,000 and
consulting  to  related parties of $15,000. Consulting fees primarily related to
fees paid to third party consultants relating to aviation, navigation and resort
marketing  services.  Consulting to related parties are primary expenses related
to  the  Company's  president,  and  director  fees.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  of  March 31, 2004, the Company's negative working capital was ($175,778) as
compared  to  a  negative working capital of ($141,227) as of December 31, 2003.

The  Company currently has limited revenue and will not generate any substantial
revenue  until it begins substantial operations 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.

     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
     During  the  quarter  ended  March  31, 2004, the Company sold unregistered
common  stock  in  the  following  transactions.


                                       11
<PAGE>

     1.     On  January  26,  2004,  the  Company issued 50,000 shares of common
stock  in the aggregate at a value of $0.05 per share to two persons for website
design  service.  These persons are not "U.S. persons" as defined Rule 902.  The
Company  relied  on  Regulation  S  as  an  exemption  from  registration.

     2.     On  January  26,  2004,  the  Company issued 40,000 shares of common
stock  in  the  aggregate  at  a  value  of  $0.10 per share to four persons for
terminal  services.  These  persons  are not "U.S. persons" as defined Rule 902.
The  Company  relied  on  Regulation  S  as  an  exemption  from  registration.

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,  2004.

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.

(1)     Form  8-K filed March 19, 2004, announcing the resignation of Wayne Koch
as  director  and  appointment  of  Albert  Bruno  to  the  Board.

(2)     Form  8-K  filed  on  March  19,  2004,  as  amended  on  April 1, 2004,
announcing  the  dismissal  of Rutherford & Company as the Company's independent
accountant and appointment of Manning & Elliott as the Company's new independent
accountant.

(3)     Form  8-K  filed  on April 13, 2004, announcing Christopher A. Benson as
Director.


                                       12
<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 Form 10-QSB to be signed on its
behalf  by the undersigned, thereunto duly authorized, in the City of Vancouver,
province  of  British  Columbia,  on  the  21st  day  of  June,  2004.

                                              Prime  Air,  Inc.


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


                                       13
<PAGE>