UNITED STATES
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

~~April~~September 24, 2009
Date of Report (Date of earliest event reported)

POWER AIR CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-51256	Not applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4777 Bennett Drive, Suite E, Livermore, California		94551
125-9 Burbidge Street, Coquitlam, British Columbia		V3K 7B2
(Address of principal executive offices)		(Zip Code)

(~~925~~604) ~~960~~468-~~8777~~7771

Registrant's telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April~~September 24, 2009, the Board of Directors of Power Air Corporation (the "Company") accepted the ~~resignations~~resignation of ~~each of H.~~ Dean Haley, as ~~the~~a ~~Executive~~director ~~Chairman and Chief Operating Officer~~ of the Company~~, and Minnie Wright, as the Secretary, Treasurer and Chief Financial Officer of the Company~~. On the same date the Board of Directors of the Company approved the termination of Don Ceci as the Company's President and Chief Executive Officer. Messrs. Haley and Ceci continue to serve as Directors of the Company.

InAs ~~connection~~a ~~with~~result ~~these~~of ~~matters, on~~ the ~~same date the~~ Board of ~~Directors~~Director's ofacceptance ~~the Company ratified the termination~~ of ~~certain existing consulting/employment arrangements with each of Messrs~~Mr. Haley's ~~and~~resignation, ~~Ceci~~the ~~relating~~Company's tocurrent ~~their~~officers ~~provision~~and ~~for~~directors ~~services~~are ~~previously~~as ~~provided to the Company.~~follows:

~~Also~~Name onPosition ~~April 2, 2009, the Board of Directors of the Company accepted the consent of~~ Hak Jin Kim ~~to serve as~~ President, Secretary, Chief Executive Officer, ~~and~~ Chief Financial Officer ofand ~~the~~a ~~Company~~Director ~~and~~Paul asD. aBrock Director ofStephen ~~the~~Harrison ~~Company.~~Director William Potter Director Jahong Hur Director Joon Soo Shin Director

~~Mr.~~Item ~~Kim, 46 years old, has operated a consulting company in the area of technology, alternative energies, trading and investment, primarily with Korean companies, since 1985~~8. In01 Other ~~addition, since March 2009, Mr~~Events. ~~Kim has served as the Director of Global Business Affairs of H-Plus Holdings Ltd., a major Company shareholder. Mr. Kim is not a director or officer of any other reporting company.~~

AsFurther, aeffective ~~result~~September of4, ~~the~~2009, ~~Board~~in ofaccordance ~~Director~~with the Company's ~~acceptance~~Bylaws, of the ~~changes~~following ~~set~~are ~~forth~~now ~~above,~~ the ~~Company's~~ current ~~officers~~committees ~~and~~of ~~directors~~the ~~are~~Board asof ~~follows~~Directors:

~~Name~~Committee ~~Position~~Committee ~~Hak~~Member ~~Jin~~Audit ~~Kim~~Committee ~~President,~~Jahong ~~Secretary,~~Hur ~~Chief~~Joon ~~Executive~~Soo ~~Officer,~~Shin ~~Chief~~Stephen ~~Financial~~Harrison ~~Officer~~Corporate ~~and~~Governance aCommittee ~~Director~~Jahong H.Hur ~~Dean~~Joon ~~Haley~~Soo ~~Director~~Shin ~~Paul D. Brock Director~~ Stephen Harrison ~~Director~~Compensation ~~Don~~Committee ~~Ceci Director William Potter Director~~ Jahong Hur ~~Director~~ Joon Soo Shin ~~Director~~Stephen Harrison

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SIGNATURES

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.

POWER AIR CORPORATION Date: ~~April~~September 710, 2009. ~~s/s:~~ "Hak Jin Kim" ~~____________________________~~ Name: Hak Jin Kim Title: President, Secretary, CEO, CFO and ~~CFO~~a Director

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