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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

MedAire, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

U58215101
(CUSIP Number)

Procuro, Inc.
6100 Neil Road, Suite 500
Reno, Nevada 89511

Copies to:

Fennemore Craig, P.C.
3003 North Central Avenue, Suite 2600
Phoenix, Arizona 85012
Attn: Leonardo Loo, Esq.
(602) 916-5000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 14, 2007
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.


*		The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP NO. U58215101

Names of Reporting Persons
I.R.S. Identification Nos. of above person(entities only)

Procuro, Inc.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) þ

SEC Use Only

Source of Funds*

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) OR 2(e)

Citizenship or Place of Organization

Nevada

Sole Voting Power

Number of

49,640,369

Shared Voting Power

Beneficially

Owned By

49,640,369

Each

Sole Dispositive Power

Reporting

Person

49,640,369

With

Shared Dispositive Power

49,640,369

Aggregate Amount Beneficially Owned by Each Reporting Person

49,640,369

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

86.03%¹

Type of Reporting Person (See Instructions)


¹		The 86.03% beneficial ownership is based on the Issuer's representation in its Form 10-Q that there were 57,702,337 shares of Common Stock issued and outstanding as of June 30, 2007.

Item 1. Security and Issuer.

This Amendment No. 2 to Schedule 13D amends the Schedule 13D filed on behalf of Procuro, Inc. with the Securities and Exchange Commission on April 23, 2007, and amended on June 29, 2007, with respect to the shares of common stock, par value $0.001 per share (“Common Stock”), of MedAire, Inc., a Nevada corporation (the “Issuer”). The address of the Issuer’s principal executive office is 80 E. Rio Salado Parkway, Suite 610, Tempe, Arizona 85281.

Item 2. Identity and Background.

No change.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

On September 14, 2007, Excellus transferred 1,400,000 shares of Common Stock of the Issuer into Procuro as a capital contribution in exchange for shares of Procuro common stock, $0.001 par value per share, pursuant to the terms of the Shareholders Agreement.

Item 4. Purpose of Transaction.

No change.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

The descriptions contained in Item 3 and 4 above are incorporated herein by reference. Based on the Issuer’s Form 10-Q, as of June 30, 2007, there were 57,702,337 shares of Common Stock of the Issuer outstanding. As of the date hereof, Procuro is deemed to beneficially own 49,640,369 shares of the Issuer Common Stock, representing 86.03% of the 57,702,337 outstanding shares of the Issuer. Procuro holds sole and shared voting power over 49,640,369 shares of Common Stock and sole and shared dispositive power over 49,640,369 shares of Common Stock. Garrett and Gaelic hold shared voting and dispositive power over 15,226,065 shares of Common Stock of the Issuer, representing 26.39% of the 57,702,337 outstanding shares of the Issuer, due to Garrett’s role as director of Procuro and because Garrett has the authority to direct how votes of the Issuer Common Stock are cast with respect to the number of shares of Procuro common stock owned by Gaelic in certain instances described in the Shareholders Agreement. Sabourin holds shared voting power over 34,414,304 shares of Common Stock of the Issuer, representing 59.64% of the 57,702,337 outstanding shares of the Issuer, due to his role as director of Procuro and because he has the authority to direct how votes of the Issuer Common Stock are cast with respect to the number of shares of Procuro common stock owned by the BDS Parties in certain instances described in the Shareholders Agreement.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

No change.

Item 7. Material to be Filed as Exhibits.

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 24, 2007

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

PROCURO, INC.

Laurent Sabourin, President

MedAire, Inc. SC 13D/A