SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 333-28249
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(Check One)
[X] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended December 31, 2003
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Transition Report on Form 10-K and Form 10-KSB
Transition Report on Form 20-F
Transition Report on Form 11-K
Transition Report on Form 10-Q and Form 10-QSB
Transition Report on Form N-SAR
For the transition period ended ______________________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: _________________
________________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: Prime Air, Inc.
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Former name if applicable:
Address of principal executive
office (Street and Number): Suite 601 - 938 Howe Street
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City, State and Zip Code: Vancouver, British Columbia, CANADA V6Z 1N9
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PART II
RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
X (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
X (b) The subject annual report, semi-annual report, transition report
on Forms 10-K, 10-KSB, 20-F, 11-K, or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-259c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reason why Forms 10-K, 10-KSB, 11-K, 20-F,
10-Q, 10-QSB, N-SAR, or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The registrant's management was unable to complete the financial statements to
be included in the report and was unable to furnish them to the registrant's
reviewing accountant in sufficient time to complete preparation of the report by
its due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Blaine Haug (604) 684-5700
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(Area Code) (Telephone Number)
(2) Have all other periodic report required under Section 13 or 15(d)
or the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s)
X Yes No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
Yes X No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reason why a reasonable estimate
of the results cannot be made.
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PRIME AIR, INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 2004 By: /s/ Blaine Haug
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Blaine Haug
Chairman of the Board and
Chief Executive Officer
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