UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 2
(Mark One)
[X] YEARLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Year ended December 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 Applied For
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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
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (604) 684-5700
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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]
FORM 10-QSB/A
AMENDMENT NO. 1
This Amendment No. 2 to the Registrant's Yearly Report on Form 10-KSB and
10-KSB/A No. 1 for the Yearly period ended December 31, 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-KSB/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
13, Exhibits and Reports on Form 10-K" to include the enclosed
additional information which was inadvertently not included with the
original material filed.
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TABLE OF CONTENTS
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PRIME AIR, INC.
INDEX
PAGE NO.
PART I
AMENDMENT 2
ITEM 1 Description 3
PART III
ITEM 8 Exhibits and Reports on Form 8-K 3
Signatures 5
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 audited
financial statements and notes thereto included in this Amended Yearly 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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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
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*32.1 Certification pursuant to 10 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*32.2 Certification pursuant to 10 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*Filed herewith.
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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 5th day of December 2003.
Prime Air, Inc.
By: /s/ Blaine Haug
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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
Annual Report on Form 10-KSB, 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
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/s/ Blaine Haug Chairman of the Board and December 5, 2003
----------------- Chief Executive Officer
Blaine Haug
/s/ Wayne Koch Treasurer December 5, 2003
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Wayne Koch
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