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 22, 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.)


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




ITEM  5.  OTHER  EVENTS  AND  REGULATION  FD  DISCLOSURE

     Effective  June  22,  2004,  Dr. Albert Bruno will become Prime Air, Inc.'s
Chief Executive Officer and Christopher Benson will become President.  Effective
the  same  date,  Blaine Haug will assume the role of Vice President of Business
Development,  stepping  down  as  Chief  Executive  Officer  and  President.


                                    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  23,  2004                   PRIME  AIR,  INC.


                                           By:  /s/ Dr.  Albert  Bruno
                                                Dr.  Albert  Bruno
                                                Chief  Executive  Officer
                                                (Principal  Executive  Officer)