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

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

                      For the quarter ended March 31, 2002

                                       OR

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

              For the transition period from ________ to __________

                        Commission File Number: 333-28249

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

             NEVADA                                    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, 2002, there were
22,898,666  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
                                                                        2002          2001
                                                                    ------------  -------------
                                                                    (Unaudited)     (Audited)
<S>                                                                 <C>           <C>
                                            ASSETS
Current Assets
  Cash and short-term deposits . . . . . . . . . . . . . . . . . .  $       675   $      2,089
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . .        1,326          1,550
  Goods and Services Tax recoverable . . . . . . . . . . . . . . .        1,162          1,148
                                                                    ------------  -------------
                                                                          3,163          4,787

Capital Assets (Note 4). . . . . . . . . . . . . . . . . . . . . .      437,134        441,251
                                                                    ------------  -------------

                                                                    $   440,297   $    446,038
                                                                    ============  =============

                                         LIABILITIES

Current Liabilities
  Accounts payable and accruals. . . . . . . . . . . . . . . . . .  $   200,935   $    231,305
  Due to related parties (Note 7). . . . . . . . . . . . . . . . .       31,846        111,846
  Notes and advances payable  (Note 5) . . . . . . . . . . . . . .       17,136          3,143
                                                                    ------------  -------------
                                                                        249,917        346,294
                                                                    ------------  -------------

                                     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:
   22,898,666 common shares (December 31, 2001: 21,978,666 shares)       22,899         21,979

Capital in excess of par value . . . . . . . . . . . . . . . . . .    4,141,612      4,021,532
Accumulated other comprehensive income (loss). . . . . . . . . . .      (14,024)       (13,115)
Deficit accumulated during development stage . . . . . . . . . . .   (3,960,107)    (3,930,652)
                                                                    ------------  -------------
                                                                        190,380         99,744
                                                                    ------------  -------------

                                                                    $   440,297   $    446,038
                                                                    ============  =============

</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
                                                    2002            2001              2002
                                               --------------  --------------  -------------------
                                                (Unaudited)     (Unaudited)        (Unaudited)
<S>                                            <C>             <C>             <C>
Administrative And General Expenses
  Flight operations . . . . . . . . . . . . .              -               -              114,720
  Audit and accounting. . . . . . . . . . . .              -               -              104,621
  Advertising . . . . . . . . . . . . . . . .              -              65               18,083
  Amortization. . . . . . . . . . . . . . . .          2,999           4,868              127,143
  Association membership fees . . . . . . . .              -               -                5,768
  Automotive. . . . . . . . . . . . . . . . .              -               -               19,164
  Bad debts . . . . . . . . . . . . . . . . .              -               -                1,933
  Commissions and finders' fees . . . . . . .              -               -               22,311
  Consulting. . . . . . . . . . . . . . . . .          5,000           1,500               25,791
  Consulting to related parties . . . . . . .         20,000          15,000            2,659,696
  Foreign currency translation. . . . . . . .              -               -               60,131
  Insurance . . . . . . . . . . . . . . . . .            220             715               29,095
  Interest and service charges. . . . . . . .             74              58               21,435
  Legal costs . . . . . . . . . . . . . . . .              -             365              181,941
  Management remuneration . . . . . . . . . .              -               -               77,287
  Office and general. . . . . . . . . . . . .              -             766              165,009
  Repairs and maintenance . . . . . . . . . .             90              68               10,352
  Rent and property taxes - airport facility.              -               -               60,799
  Telephone and utilities (recovered) . . . .            (84)            438               87,956
  Transfer agent, listing and filing fees . .          1,156           2,292               58,650
  Travel, promotion and entertainment . . . .              -             249              108,222
                                               --------------  --------------  -------------------
                                                      29,455          26,384            3,960,107
                                               --------------  --------------  -------------------

Net Loss For The Period . . . . . . . . . . .        (29,455)        (26,384)          (3,960,107)

Other Comprehensive Loss
  Foreign currency translation adjustments. .           (909)        (19,402)             (14,024)
                                               --------------  --------------  -------------------

Comprehensive Loss. . . . . . . . . . . . . .  $     (30,364)  $     (45,786)  $       (3,974,131)
                                               ==============  ==============  ===================

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

Weighted Average Common Shares Outstanding. .     21,898,666      21,022,666
                                               ==============  ==============
</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
                                                         March 31        March 31
                                                           2002            2001
                                                      --------------  --------------
                                                       (Unaudited)     (Unaudited)
<S>                                                   <C>             <C>
NET INFLOW (OUTFLOW) OF CASH RELATED
  TO THE FOLLOWING ACTIVITIES:

OPERATING
  Net loss for the period. . . . . . . . . . . . . .  $     (29,455)  $     (26,384)
  Adjustments to reconcile net loss to net cash used
     in operating activities:
  Amortization . . . . . . . . . . . . . . . . . . .          2,999           4,868
  Decrease in prepaid expenses . . . . . . . . . . .            219             715
  (Increase) in goods and services tax recoverable .            (16)            (32)
  Increase in due to related parties . . . . . . . .         20,000          15,000
  (Decrease) in accounts payable . . . . . . . . . .         (9,122)         (3,996)
                                                      --------------  --------------
                                                            (15,375)         (9,829)
                                                      --------------  --------------

FINANCING
  Notes and advances payable . . . . . . . . . . . .         14,000          10,000
                                                      --------------  --------------
                                                             14,000          10,000
                                                      --------------  --------------

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


Effect of exchange rate changes on cash. . . . . . .            (39)            (86)
                                                      --------------  --------------

NET CASH (OUTFLOW) INFLOW. . . . . . . . . . . . . .         (1,414)             85

CASH, BEGINNING OF PERIOD. . . . . . . . . . . . . .          2,089           2,605
                                                      --------------  --------------

CASH, END OF PERIOD. . . . . . . . . . . . . . . . .  $         675   $       2,690
                                                      ==============  ==============

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, 2002 and 2001

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, 2002 and 2001


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.


                                        6
<PAGE>

                                 PRIME AIR, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2002 and 2001

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,  2002,  the  Company  had  accumulated  other
comprehensive  loss  of  $14,024,  which  is  comprised  of  foreign  currency
translation  adjustments.

4.    CAPITAL  ASSETS

Capital assets consist of the following at March 31, 2002 and December 31, 2001:

<TABLE>
<CAPTION>
                                                                          December
                                                   March31,  2002         31,  2001
                                      ----------------------------------  ---------
                                                 Accumulated   Net Book   Net Book
                                        Cost    Amortization     Value      Value
                                      --------  -------------  ---------  ---------
<S>                                   <C>       <C>            <C>        <C>
     Air terminal construction costs  $549,288  $     113,351  $ 435,937  $ 440,000

     Furniture and equipment . . . .     4,504          3,307      1,197      1,251
                                      --------  -------------  ---------  ---------

                                      $553,792  $     116,658  $ 437,134  $ 441,251
                                      ========  =============  =========  =========
</TABLE>


                                        7
<PAGE>

                                 PRIME AIR, INC.
                             (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2002 and 2001

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 shareholder 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, 2002 and 2001, 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.  The  Company  issues shares 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 $20,000 (December 31, 2001 - $100,000), 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  Voyager  Airways  Limited.

The  Company is the parent of a wholly owned subsidiary, Prime Air, Inc. ("Prime
Air  (BC)"), a company originally incorporated under the laws of the Province of
British  Columbia,  Canada,  on  March  10,  1989, under the name "High Mountain
Airlines  Inc."  for  the  purpose  of  establishing  air  service  to serve the
Whistler,  British  Columbia,  Canada,  area.  Prime Air (BC) has entered into a
lease  and  operating agreement with the Village of Pemberton, British Columbia,
Canada,  to plan, develop, construct, manage, and operate a terminal facility at
the  Pemberton  Airport.

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.

The results of the operations for the quarter ended March 31, 2002 show costs at
approximately  35%  less  than  the  same period of the previous year.  However,
because of the "development stage" nature of the Company, these figures will not
be  representative  of  the  Company's  future  operations.

RESULTS  OF  OPERATIONS

THREE  MONTHS  ENDED  MARCH,  31,  2002 COMPARED TO THREE MONTHS ENDED MARCH 31,
2001.

During  the  three  months  ended March 31, 2002 and 2001, the Company earned no
revenues.

Total  expenses  for  the  three  months  ended  March  31, 2002 were $29,455 as
compared  to  $26,384  for  the  three  months  ended  March  31, 2001. Expenses
increased primarily due to consulting services with third parties and consulting
accounting  services  with  a  related  party.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  of  March  31,  2002,  the Company's negative working capital was ($246,754)
compared  to  a  negative working capital of $(341,507) as of December 31, 2001.

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.



                                        9
<PAGE>

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 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  SECURITY  HOLDERS

None

ITEM  5.     OTHER  INFORMATION

None


                                       10
<PAGE>


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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                                    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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