SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 15, 2004
PRIME AIR, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-28249 Not Applicable
------ --------- ---------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
No.)
650 - 1500 West Georgia, Vancouver, British Columbia, Canada V6G 3A9;
(604)685-4321
-----------------------------------------------------------------------
(Address and telephone number of principal executive offices)
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On December 13, 2004, Prime Air, Inc.'s Board of Directors resolved the
following in a duly constituted directors meeting:
a. Christopher Benson resigned as President of the Corporation and was replaced
by Dr. Albert R. Bruno.
b. Christopher Benson was appointed Senior Vice President and Assistant
Treasurer;
c. Jan Gossing was appointed as Treasurer;
d. John Eberhard was replaced as Corporate Secretary by John Kenney. John Kenney
was also appointed as co-legal counsel.
e. Douglas J. Lineberry, who was already appointed as Director and Corporate
Counsel, was appointed Assistant Secretary;
e. Blaine Haug was removed as Vice President of New Business Development and as
director and officer of Prime Air, Inc.'s BC subsidiary;
The minutes of the meeting were not certified until January 11, 2005, which
becomes the effective of the resolutions.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On December 13, 2004, Prime Air, Inc.'s Board of Directors resolved to change
the official corporate address to: 650 - 1500 West Georgia, Vancouver, British
Columbia, Canada V6G 3A9; (604)685-4321.
Additionally, the directors resolved that Washington State shall serve as venue
for and jurisdiction for any suit, claim or action brought against any Director
or Officer for any claim, action or failure to act regarding all matters
concerning Prime Air, Inc. and Prime Air (BC) Inc. Section 9.6 of the Corporate
By-laws was amended accordingly.
Similarly, the directors resolved to insert the phrase "which includes fax and
email" following "telegraphing", in Section 3.4 of Prime Air, Inc. Corporate
By-laws.
The minutes of the meeting were not certified until January 11, 2005, which
becomes the effective of the resolutions.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 14, 2005 PRIME AIR, INC.
By: /s/ Albert Bruno
--------------------
Dr. Albert Bruno
President & CEO
(Principal Executive Officer)