SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C., 20549

                                   FORM 8-K/A
               Amendment No. 1 to Form 8-K filed on March 24, 2004

                                 CURRENT REPORT

       Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934
        Date of Report (Dated of earliest event reported) March 19, 2004

                                 PRIME AIR, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Nevada                   333-28249                  Applied  For
--------------------------------------------------------------------------------
(State or other jurisdiction  (Commission File No.)           (IRS  Employee
     or  incorporation)                                  Identification  Number)


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

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




Item  4.     Change  of  Registrant's  Certifying  Accountants:

     (a)     Previous  independent  accountants

          (i)  On  March 19, 2004, the Registrant dismissed Rutherford & Company
               Chartered  Accountants  as  the  Registrant's  independent
               accountants.

          (ii) Rutherford  &  Company's  reports  on  the Registrant's financial
               statements  as  of and for the years ended December 31, 2002, and
               December  31,  2001, contained no adverse opinions or disclaimers
               of  opinion  and were not modified or qualified as to audit scope
               or accounting principles, but did contain modifications as to the
               Registrant's  ability  to  continue  as  a  going  concern.

          (iii)  Upon  recommendation  of  its Audit Committee, the Registrant's
               Board  of  Directors  approved the decision to change independent
               accountants.

          (iv) During  the two fiscal years ended December 31, 2002 and December
               31,  2001,  and through the subsequent interim period ended March
               19,  2004,  to the best of the Registrant's knowledge, there have
               been  no  disagreements  with  Rutherford  &  Company,  Chartered
               Accountants on any matters of accounting principles or practices,
               financial  statement disclosure, or auditing scope or procedures,
               which  disagreement  if  not  resolved  to  the  satisfaction  of
               Rutherford  &  Company,  Chartered  Accountants would have caused
               them  to  make  reference  in  connection  with its report on the
               financial  statements  of  the  Registrant  for  such  years.

          (v)  During  the two fiscal years ended December 31, 2002 and December
               31,  2001,  and through the subsequent interim period ended March
               19,  2004,  Rutherford & Company did not advise the Registrant on
               any  matter  set  forth in Item 304 (a) (1) (iv)(B) of Regulation
               S-B.

          (vi) The  Registrant  requested  that  Rutherford & Company furnish it
               with  a  letter  addressed  to  the SEC stating whether or not it
               agrees  with the above statements. A copy of such letter is filed
               as  Exhibit  16.1  to  this  amendment  to  Form  8-K.

     (b)     New  Independent  Accountants

          On  March  19, 2004, the Registrant engaged Manning Elliott, Chartered
          Accountants  to  audit  its  financial  statements  for the year ended
          December  31,  2003.  During  the  two  most  recent  fiscal years end
          December  31,  2002 and December 31, 2001, and through March 19, 2004,
          the  Registrant  did  not  consult  with  Manning  Elliott,  Chartered




          Accountants  regarding (i) the application of accounting principles to
          a  specific  transaction, either completed or proposed, or the type of
          audit  opinion  that  might  be rendered on the Registrant's financial
          statements,  and  no written report or oral advice was provided to the
          Registrant  by  concluding  there  was  an  important  factor  to  be
          considered  by  the  Registrant  in  reaching  a  decision  as  to  an
          accounting,  auditing or financial reporting issue; or (ii) any matter
          that was either the subject of a disagreement, as that term is defined
          in  Item 304 (a)(1)(iv)(A) of Regulation S-B or an event, as that term
          is  defined  in  Item  304  (a)(1)(iv)(B)  of  Regulation  S-B.

Item  7.     Financial  Statements  and  Exhibits

     (c)     Exhibit:

          16.1  Letter  from  Rutherford  &  Company  dated  March  30,  2004


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  had  duly caused this amendment number 1 to Form 8-K, Current Report
to  be  signed  on  its  behalf  by  the  undersigned  hereunto duly authorized.

Prime  Air,  Inc.


/s/ Blaine Haug
-----------------------------------------------
Blaine  Haug                                              Dated:  March 31, 2004
Chief Executive Officer, President and Director