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):  May 5, 2005

                                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.)

      601 - 938 Howe Street, Vancouver, British Columbia, Canada V6Z 1N9;
                                  (604)684-5700
    -----------------------------------------------------------------------
          (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 May 5, 2005, Prime Air, Inc.'s Board of Directors resolved the following in a
duly  constituted  directors  meeting:

a.   John  Eberhard  was  appointed  President and Secretary of the Corporation;
b.   Wayne  Koch  was  appointed as Treasurer and Chief Financial Officer of the
     Corporation;
c.   Christopher  Benson,  Jan  Gossing,  Douglas  Lineberry,  and  Blaine Haug,
     resigned  as  officers  of  the  Corporation.
d.   Christopher  Benson,  Jan  Gossing,  Douglas  Lineberry, Greg Duffy, Blaine
     Haug,  and  Albert  Bruno  resigned  as  directors  of  the  Corporation;
e.   Christopher  Benson and John Kenney resigned as counsel for the corporation
     and  Michael  Morrison  was  appointed  counsel  for  the  Corporation.


                                    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:  May  11, 2005                       PRIME  AIR,  INC.


                                            By:  /s/  Wayne  Koch
                                                 --------------------
                                                 Wayne  Koch
                                                 CFO