UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Mark One)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-28249
PRIME AIR, INC.
(Exact name of Registrant as specified in charter)
NEVADA Applied For
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
Suite 601 - 938 Howe Street, Vancouver, British Columbia, CANADA V6Z 1N9
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (604) 684-5700
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which registered
None N/A
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such fling requirements for the past 90 days. (1)
Yes [X ] No [ ] (2) Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 8-K or any amendment to this
Form 8-K. [N/A]
(i)
TABLE OF CONTENTS
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PRIME AIR, INC.
INDEX
PAGE NO.
PART III
ITEM 6. Exhibits and Reports on Form 8-K 3
Signatures 4
ITEM 6. CHANGES IN DIRECTORS
On March 19, 2004, the company announced the addition of Dr. Albert Bruno
as a director and the resignation of Wayne Koch from the board.
(B) Index to Exhibits.
The following is a list of all exhibits filed as part of this Report:
EXHIBIT DESCRIPTION OF
NUMBER DOCUMENT
------- --------
*1 Power of Attorney (included on signature page).
*Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Vancouver,
province of British Columbia, on the 19th day of March 2004.
Prime Air, Inc.
By: /s/ Blaine Haug
-----------------
Blaine Haug
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Blaine Haug, his true and lawful attorney-in-fact,
proxy and agent, with full power of substitution and reconstitution, for him and
in his name, place and stead, in any and all capacities, to act on, sign any and
all parts of or amendments to this Quarterly Report on Form 8-K, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, proxies and agents, and each of them individually, full power
and authority to do and perform each and every act and thing necessary and
appropriate to be done in and about the premises, as fully as he might or could
do in person, hereby approving, ratifying and confirming all that said
attorneys-in-fact, proxies and agents or any of his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated.
SIGNATURE(S) TITLE(S) DATE
------------ -------- ----
/s/ Blaine Haug Chairman of the Board and March 19, 2004
----------------- Chief Executive Officer
Blaine Haug