UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A-2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
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
8598 112 STREET, FT. SASKATCHEWAN, ALBERTA, CANADA T8L 3V8
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (780) 998-3400
The following item from the Company's annual report on Form 10-KSB for
the year ended December 31, 1998, are hereby amended as follows:
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock of the Company was quoted on the OTC Electronic Bulletin
Board through approximately July 23, 1996, and from March 27, 1997 until
present. The table below sets forth for the periods indicated the high and
low bid quotations as reported by the OTC Bulletin Board. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down, or commission
and may not necessarily represent actual transactions. Effective May 15,
1998, the outstanding shares of common stock of the Company were forward split
on a two shares for each one share basis. The following table reflects the
post-split prices:
Quarter High Low
Quarter High Low
FISCAL YEAR ENDED First $0.125 $0.125
DECEMBER 31, 1997 Second $0.5625 $0.125
Third $0.406 $0.125
Fourth $0.3438 $0.1406
FISCAL YEAR ENDED First $0.3438 $0.1612
DECEMBER 31, 1998 Second $0.28125 $0.1875
Third $0.28125 $0.07
Fourth $0.26 $0.12
FISCAL YEAR ENDING
DECEMBER 31, 1999 First $0.37 $0.25
None of the shares of common stock is subject to outstanding options or
warrants to purchase, or securities convertible into the common stock of the
Company. As of March 31, 1999, the Company had 5,073,025 shares of its Common
Stock, or approximately 25.8% of the total outstanding shares, which were
control shares as defined in Rule 144 promulgated by the U.S. Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended. None
of the shares is being, nor have any shares proposed to be, publicly offered
by the Company.
As of March 31, 1999, there were approximately 320 holders of record of
the Common Stock as reported to the Company by its transfer agent.
No cash dividends have been declared or paid as yet on the Common Stock
and the Board of Directors has not established a dividend policy.
During the quarter ended December 31, 1998, the Company sold the
following shares of common stock of the Company without registration under the
Securities Act of 1933:
a. On November 18, 1998, the Company issued 20,000 shares of its common
stock to McNeal & Associates for consulting services rendered to the Company
by Mr. Wayne McNeal.
b. Also on November 18, 1998, the Company issued 150,000 shares of its
common stock to Richard Shrieves for consulting services rendered to the
Company by Mr. Schrieves.
c. Also on November 18, 1998, the Company issued 40,000 shares of common
stock to James Parkes for consulting services rendered to the Company by Mr.
Parkes.
All of the aforesaid securities set forth immediately above were issued
without registration under the Act by reason of the exemption from
registration afforded by the provisions of Section 4(2) thereof, as
transactions by an issuer not involving any public offering, each recipient of
securities having delivered appropriate investment representations to
Registrant with respect thereto and having consented to the imposition of
restrictive legends upon the certificates evidencing such securities. No
underwriting discounts or commissions were paid in connection with such
issuances.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PRIME AIR, INC.
Date: May _____, 1999 By Blaine Haug, President
Date: May _____, 1999 By Gregory Duffy, Director and Chief
Financial Officer
