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 September 30, 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 September 30, 2003, there were
25,518,666  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)


                                                                     September 30    December 31
                                                                         2003           2002
                                                                    --------------  -------------
                                                                     (Unaudited)      (Audited)
<S>                                                                 <C>             <C>
                                             ASSETS
Current Assets
  Cash and short-term deposits . . . . . . . . . . . . . . . . . .  $      20,225   $        512
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . .          6,247          1,586
  Goods and Services Tax recoverable . . . . . . . . . . . . . . .              -          1,357
                                                                    --------------  -------------
                                                                           26,472          3,455

Capital Assets (Note 4). . . . . . . . . . . . . . . . . . . . . .        481,275        427,305
                                                                    --------------  -------------

                                                                    $     507,747   $    430,760
                                                                    ==============  =============

                                          LIABILITIES

Current Liabilities
  Accounts payable and accruals. . . . . . . . . . . . . . . . . .  $     131,058   $    213,682
  Due to related parties (Note 8). . . . . . . . . . . . . . . . .         56,846         91,846
  Notes and advances payable  (Note 6) . . . . . . . . . . . . . .         26,129         21,301
                                                                    --------------  -------------
                                                                          214,033        326,829
                                                                    --------------  -------------

                                      SHAREHOLDERS' EQUITY

Capital Stock  (Note 7)
  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:
   25,518,666 common shares (December 31, 2002: 23,318,666 shares)         25,519         23,319

Capital in excess of par value . . . . . . . . . . . . . . . . . .      4,294,992      4,167,192
Accumulated other comprehensive income (loss). . . . . . . . . . .         41,508         (9,721)
Deficit accumulated during development stage . . . . . . . . . . .     (4,068,305)    (4,076,859)
                                                                    --------------  -------------
                                                                          293,714        103,931
                                                                    --------------  -------------

                                                                    $     507,747   $    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    Nine months      Nine months     From inception
                                                ended           ended           ended            ended        March 10, 1989
                                                30-Sep          30-Sep          30-Sep          30-Sep        to September 30
                                                 2003            2002           2003             2002              2003
                                            --------------  --------------  -------------  -----------------  ---------------
                                             (Unaudited)     (Unaudited)     (Unaudited)      (Unaudited)       (Unaudited)
<S>                                         <C>             <C>             <C>            <C>                <C>
Administrative And General Expenses
  Flight operations. . . . . . . . . . . .  $           -   $           -   $          -   $              -          114,720
  Audit and accounting . . . . . . . . . .          1,106             961          3,174              2,868          115,123
  Advertising. . . . . . . . . . . . . . .              -               -              -                  -           18,083
  Amortization . . . . . . . . . . . . . .          5,504           3,062         15,793              9,138          158,915
  Association membership fees. . . . . . .              -               -              -                  -            5,768
  Automotive . . . . . . . . . . . . . . .             52               -          2,327                  -           21,491
  Bad debts. . . . . . . . . . . . . . . .              -               -              -                  -            1,933
  Commissions and finders' fees. . . . . .              -               -              -                  -           22,311
  Consulting . . . . . . . . . . . . . . .              -          14,000         10,000             44,791
  Consulting to related parties. . . . . .         15,000          20,000         45,000             60,000        2,764,696
  Foreign currency translation . . . . . .              -               -              -                  -           60,131
  Insurance. . . . . . . . . . . . . . . .              -             784            382              2,112           32,316
  Interest and service charges . . . . . .           (861)             56           (712)               198           22,284
  Legal costs (recovery)  (Note 5) . . . .       (106,996)              -       (106,996)                 -           75,080
  Management remuneration. . . . . . . . .              -               -              -                  -           77,287
  Office and general . . . . . . . . . . .            407               -          1,494                  -          167,131
  Repairs and maintenance. . . . . . . . .            343               -            967                 92           11,474
  Rent and property taxes - airport
facility . . . . . . . . . . . . . . . . .          9,123           8,226          9,123              8,226           79,781
  Telephone and utilities (recovery) . . .            344            (852)         3,338              1,072           93,999
  Transfer agent, listing and filing fees.          1,250             615          3,556              3,251           66,359
  Travel, promotion and entertainment. . .              -               -              -                  -          114,632
                                            --------------  --------------  -------------  -----------------  ---------------
                                                  (74,728)         32,852         (8,554)            96,957        4,068,305
                                            --------------  --------------  -------------  -----------------  ---------------

Net Income (Loss) For The Period . . . . .        (74,728)        (32,852)         8,554            (96,957)      (4,068,305)

Other Comprehensive Income (Loss)
  Foreign currency translation
adjustments. . . . . . . . . . . . . . . .            160         (13,989)        51,229              2,571           41,508
                                            --------------  --------------  -------------  -----------------  ---------------

Comprehensive Income (Loss). . . . . . . .        (74,568)        (46,841)        59,783            (94,386)      (4,026,797)
                                            ==============  ==============  =============  =================  ===============

Net Income (Loss) Per Common Share . . . .              0               0              0                  0
                                            ==============  ==============  =============  =================

Weighted Average Common Shares
Outstanding. . . . . . . . . . . . . . . .     23,483,281      22,898,666     22,983,281         22,898,666
                                            ==============  ==============  =============  =================
</TABLE>


                                        3
<PAGE>

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

                                                                Nine months     Nine months
                                                                  ended           Ended
                                                               September 30    September 30
                                                                   2003            2002
                                                              --------------  --------------
                                                               (Unaudited)     (Unaudited)
<S>                                                           <C>             <C>
NET INFLOW (OUTFLOW) OF CASH RELATED
  TO THE FOLLOWING ACTIVITIES:

OPERATING
  Net income (loss) for the period . . . . . . . . . . . . .  $       8,554   $     (96,957)
  Adjustments to reconcile net loss to net cash used
     in operating activities:
  Amortization . . . . . . . . . . . . . . . . . . . . . . .         15,793           9,138
  (Increase) in prepaid expenses . . . . . . . . . . . . . .         (4,198)         (2,727)
  (Increase) decrease in goods and services tax recoverable.          1,875             (87)
  Increase in due to related parties . . . . . . . . . . . .         45,000          60,000
  Increase in accounts payable . . . . . . . . . . . . . . .        (97,533)         13,371
                                                              --------------  --------------
                                                                    (30,509)        (17,262)
                                                              --------------  --------------

FINANCING
  Issue of common stock for cash . . . . . . . . . . . . . .         50,000               -
  Notes and advances payable . . . . . . . . . . . . . . . .          1,411          17,000
                                                              --------------  --------------
                                                                     51,411          17,000
                                                              --------------  --------------

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


Effect of exchange rate changes on cash. . . . . . . . . . .         (1,189)           (150)
                                                              --------------  --------------

NET CASH INFLOW (OUTFLOW). . . . . . . . . . . . . . . . . .         19,713            (412)

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

CASH, END OF PERIOD. . . . . . . . . . . . . . . . . . . . .  $      20,225   $       1,677
                                                              ==============  ==============

NON-CASH FINANCING ACTIVITIES
  Common stock issued for debt . . . . . . . . . . . . . . .         80,000         131,000
</TABLE>

                  See Accompanying Notes To Financial Statements


                                        4
<PAGE>

                                 PRIME AIR, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 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
                           September 30, 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", "goods and services tax 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
                           September 30, 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  Income  (Loss)
------------------------------------

SFAS  No.  130,  "Reporting Comprehensive Income," establishes standards for the
reporting  and  display of comprehensive income (loss) and its components in the
financial  statements.  As  at  September  30, 2003, the Company had accumulated
other  comprehensive  income  of  $41,508 which is comprised of foreign currency
translation  adjustments.

4.    CAPITAL  ASSETS

Capital  assets  consist of the following at September 30, 2003 and December 31,
2002:

<TABLE>
<CAPTION>
                                                                      December
                                        September  30,  2003         31,  2002
                                 ----------------------------------  ---------
                                            Accumulated   Net Book   Net Book
                                   Cost    Amortization     Value      Value
                                 --------  -------------  ---------  ---------
<S>                              <C>       <C>            <C>        <C>
Air terminal construction costs  $647,389  $     167,839  $ 479,550  $ 425,493
Computer equipment. . . . . . .     1,100            331        769        802
Furniture and equipment . . . .     5,309          4,353        956      1,010
                                 --------  -------------  ---------  ---------
                                 $653,798  $     172,523  $ 481,275  $ 427,305
                                 ========  =============  =========  =========
</TABLE>

5.    SETTLEMENT  OF  ACCOUNTS  PAYABLE

During  the  nine  months  ended  September  30,  2003,  the  Company  agreed to
settlements of outstanding legal fees included in accounts payable for less than
face  value,  and  recognized  a  recovery  of  $106,996.

6.    NOTES  AND  ADVANCES  PAYABLE

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


                                        7
<PAGE>

                                   PRIME AIR, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2003 and 2002

7.    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  nine  month  period  ended  September  30, 2003, the Company issued
1,200,000  shares  of  common  stock  to  directors  by  way of debt settlements
covering  obligations  of  $80,000.  The Company also issued 1,000,000 shares of
common  stock  for  cash  consideration of $50,000. During the nine month period
ended September 30, 2002, the Company issued 1,020,000 shares of common stock by
way  of  debt  settlements  covering obligations of $131,000, of which directors
received  800,000  shares  to  settle  obligations  of  $100,000.

8.    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  nine months ended September 30, 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 $45,000 (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  nine  months  ended  September  30,  2003, directors of the Company
received  1,200,000  common  shares  by  way  of  a  debt  settlement  covering
obligations  of  $80,000.  During  the  nine  months  ended  September 30, 2002,
directors  of  the  Company  received  800,000  common  shares  by way of a debt
settlement  covering  obligations  of  $100,000.

9.    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.


                                        8
<PAGE>

The terminal facilities shall become the property of the Village of Pemberton at
the  expiration  of  the  Airport  Agreement.

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.

A Memorandum of Understanding has been entered into between Prime Air, Inc., and
Galvin  Flying  Service,  Inc.,  of  Seattle  Washington.  A  news release dated
September  30, 2003 was prepared announcing the foundation of this relationship.
Further,  a  commercial  tenant  has entered into month to month agreements with
Prime  Air  in  aviation  related  business.  Management  continues to meet with
individuals and businesses with respect to developing the prospect of charter or
scheduled air service operations.  No commitments, to the date of this reporting
have  been  received  with  respect  to  this  item.

QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
----------------------------------------------------------------

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  future successful operation of the Company is dependent upon its ability to
obtain  the  financing required to complete and operate the terminal facility in
Pemberton, British Columbia and to commence air service operations to Pemberton,
British  Columbia  on  an  economically  viable  basis.

The  financial statements of the Company 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.  Other than a commitment from management to provide
funds  for  minimal operational requirements, there is no present commitment for
funds  adequate to provide for operational items necessary to complete the start
up  of  air  service  activities.

THE PAST YEAR/QUARTER.  Due to the Company's negative working capital,  the year
2002  and the current operating quarter remain difficult. The Company has sought


                                        9
<PAGE>

to  minimize  operating  costs.  The  overriding  constraint has been cash flow.
Management,  however,  was  able  to  "settle" amounts owing to three law firms,
representing  a  net  benefit  to  the  company  of $106,996 during the quarter.

RESULTS  OF  OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2002.

The  Company  earned no revenue during the nine months ended September 30, 2002.

Expenses  were  a  positive  $8,554 for the nine months ended September 30, 2003
compared  to  $96,957  for the nine months ended September 30, 2002.  The reason
for the positive expense is due to the settlement with three law firms wherein a
reduced  amount  was paid to reach a full and final settlement of amounts owing,
plus  the  calculation of an exchange difference reflecting the weakening of the
US  dollar  in comparison to the Canadian dollar as it becomes a loss on foreign
exchange  conversion in the financial statements of the Company.  Other expenses
consisted  of  $14,000  and  $10,000  of consulting expenses for the nine months
ended  September  30,  2003,  and  2002 respectively, and consulting fees to the
president  and  directors  of  $45,000  and  $60,000  for  the nine months ended
September  30,  2003  and  2002,  respectively.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  of September 30, 2003, the Company's negative working capital was ($127,561)
compared  with  a negative working capital balance of ($323,374) at 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.

                                     PART II

ITEM  1.     LEGAL  PROCEEDINGS

Neither the Company nor any of its properties is a party to any material pending
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
September  30,  2003.

ITEM  5.     OTHER  INFORMATION

None


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ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)     Exhibits

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

10.5     Memorandum  of  Understanding  with  Galvin  Flying  Service, Inc.

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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                                    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
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


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