SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 8-K/A
Amendment No. 1 to Form 8-K filed on March 24, 2004
CURRENT REPORT
Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934
Date of Report (Dated of earliest event reported) March 19, 2004
PRIME AIR, INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-28249 Applied For
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(State or other jurisdiction (Commission File No.) (IRS Employee
or incorporation) Identification Number)
Suite 601 - 938 Howe Street, Vancouver British Columbia V6Z 1N9
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(Address of principal executive offices) (Postal Code)
604-684-5700
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(Registrant's telephone number, including area code)
Item 4. Change of Registrant's Certifying Accountants:
(a) Previous independent accountants
(i) On March 19, 2004, the Registrant dismissed Rutherford & Company
Chartered Accountants as the Registrant's independent
accountants.
(ii) Rutherford & Company's reports on the Registrant's financial
statements as of and for the years ended December 31, 2002, and
December 31, 2001, contained no adverse opinions or disclaimers
of opinion and were not modified or qualified as to audit scope
or accounting principles, but did contain modifications as to the
Registrant's ability to continue as a going concern.
(iii) Upon recommendation of its Audit Committee, the Registrant's
Board of Directors approved the decision to change independent
accountants.
(iv) During the two fiscal years ended December 31, 2002 and December
31, 2001, and through the subsequent interim period ended March
19, 2004, to the best of the Registrant's knowledge, there have
been no disagreements with Rutherford & Company, Chartered
Accountants on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures,
which disagreement if not resolved to the satisfaction of
Rutherford & Company, Chartered Accountants would have caused
them to make reference in connection with its report on the
financial statements of the Registrant for such years.
(v) During the two fiscal years ended December 31, 2002 and December
31, 2001, and through the subsequent interim period ended March
19, 2004, Rutherford & Company did not advise the Registrant on
any matter set forth in Item 304 (a) (1) (iv)(B) of Regulation
S-B.
(vi) The Registrant requested that Rutherford & Company furnish it
with a letter addressed to the SEC stating whether or not it
agrees with the above statements. A copy of such letter is filed
as Exhibit 16.1 to this amendment to Form 8-K.
(b) New Independent Accountants
On March 19, 2004, the Registrant engaged Manning Elliott, Chartered
Accountants to audit its financial statements for the year ended
December 31, 2003. During the two most recent fiscal years end
December 31, 2002 and December 31, 2001, and through March 19, 2004,
the Registrant did not consult with Manning Elliott, Chartered
Accountants regarding (i) the application of accounting principles to
a specific transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Registrant's financial
statements, and no written report or oral advice was provided to the
Registrant by concluding there was an important factor to be
considered by the Registrant in reaching a decision as to an
accounting, auditing or financial reporting issue; or (ii) any matter
that was either the subject of a disagreement, as that term is defined
in Item 304 (a)(1)(iv)(A) of Regulation S-B or an event, as that term
is defined in Item 304 (a)(1)(iv)(B) of Regulation S-B.
Item 7. Financial Statements and Exhibits
(c) Exhibit:
16.1 Letter from Rutherford & Company dated March 30, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this amendment number 1 to Form 8-K, Current Report
to be signed on its behalf by the undersigned hereunto duly authorized.
Prime Air, Inc.
/s/ Blaine Haug
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Blaine Haug Dated: March 31, 2004
Chief Executive Officer, President and Director