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): June 7, 2004

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

           Nevada                   333-2824                   Not  Applicable
--------------------------------  -------------             --------------------
(State or other jurisdiction  of   (Commission                (I.R.S. Employer
incorporation  or  organization)  File  Number)             Identification  No.)


Suite 601 - 938 Howe Street, Vancouver, British Columbia, V6Z 1N9; (604)684-5700
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          (Address and telephone number of principal executive offices)




ITEM  5.  OTHER  EVENTS  AND  REGULATION  FD  DISCLOSURE

On  June  7,  2004, Christopher Benson was elected to Prime Air, Inc.'s Board of
Directors.  Mr.  Benson  replaces  Nigel  Horsley as a director who resigned the
same  date.


                                    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:   June  14,  2004                   PRIME  AIR,  INC.

                                           By:/s/  Blaine  Haug
                                              -----------------
                                           Blaine  Haug
                                           Chairman of the Board and Chief
                                           Executive Officer
                                           (Principal Executive and Principal
                                           Financial  and  Accounting  Officer)