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 4. Exhibits and Reports on Form 8-K 3
Signatures 4
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 19, 2004, upon the recommendation of our Audit Committee, the
Board of Directors appointed Manning Elliott, Chartered Accountants to serve as
the Prime Air, Inc. independent auditors for the 2003 fiscal year which ended
December 31, 2003. Manning Elliott will replace Rutherford & Company, Chartered
Accountants as the Corporation's independent auditors. The change in auditors
is effective immediately.
Rutherford & Company, Chartered Accountants have acted as the independent
auditors of the company for the each of the past two fiscal years and their
audits did not contain an adverse opinion or disclaimer of opinion, nor were
such reports qualified or modified as to uncertainty, audit scope or accounting
principles. During each of our two most recent fiscal years and through the
date of this report, there were: (i) no disagreements with Rutherford & Company
on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure which, if not resolved to Rutherford
& Company's satisfaction, would have caused them to make reference to the
subject matter in connection with their report on our consolidated financial
statements for such years; and (ii) there were no reportable events as defined
in Item 304(a)(l)(v) of Regulation S-K. We have provided Manning & Elliott with
a copy of the foregoing disclosures.
During each of our two most recent fiscal years and through the date of
this report, Prime Air, Inc., did not consult Rutherford & Company with respect
to the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
our consolidated financial statements, or any other matters or reportable events
as set forth in Items 3054(a)(2)(i) and (ii) of Regulation S-K.
(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 and Wayne Koch, and each of them
individually, 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
/s/ Wayne Koch Chief Financial Officer March 19, 2004
----------------
Wayne Koch