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, 2002

                                       OR

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

              For the transition period from ________ to __________

                        Commission File Number: 333-28249

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

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

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

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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
          Title of each class Name of each exchange on which registered

                                    None N/A

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

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

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


<PAGE>

                                  FORM 10-QSB/A

                                 AMENDMENT NO. 2

                                EXPLANATORY NOTE

This  Amendment  No.  2  to the Registrant's Quarterly Report on Form 10-QSB and
10-QSB/A  No. 1 for the quarterly period ended September 30, 2002 is being filed
to  include  information  pursuant  to  a  request for same made by the NASD for
supplemental  information  by  letter  dated  December  1,  2003.

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

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


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<PAGE>
TABLE  OF  CONTENTS
-------------------
<TABLE>
<CAPTION>

                                PRIME AIR, INC.
                                      INDEX

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

                                    PART III
ITEM  8           Exhibits and Reports on Form 8-K                               4
                  Signatures                                                     5
</TABLE>

FORWARD-LOOKING  STATEMENTS

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


                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS

GENERAL

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


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<PAGE>

                                    PART III


ITEM  8.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)     Reports  on  Form  8-K.

     None

(B)     Index  to  Exhibits.

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

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

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

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

*Filed  herewith.


                                        4
<PAGE>

                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  Registrant  has duly caused this Report to be signed on its
behalf  by the undersigned, thereunto duly authorized, in the City of Vancouver,
province  of  British  Columbia,  on  the  20th  day  of  October  2003.
Prime  Air,  Inc.

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

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

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

     SIGNATURE(S)                      TITLE(S)                      DATE
     ------------                      --------                      ----
     /s/  Blaine  Haug          Chairman of the Board and       October 20, 2003
     -----------------          Chief  Executive  Officer
     Blaine  Haug

     /s/ Wayne Koch             Treasurer                       October 20, 2003
     --------------
     Wayne  Koch


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