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