SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended March 31, 2002

[        ] 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 333-46672
         CIK Number 0001123580

                              ALBION AVIATION, INC.
(Exact Name of small business issuer as specified in its charter)


            Delaware                                                33-0619254
(State or other Jurisdiction of                       I.R.S. Employer Identi-
Incorporation or Organization                                           fication
No.)

               24351 Pasto Road, #B, Dana Point, California 92629
(Address of Principal Executive Offices)                              (Zip Code)

                                                 (949) 489-2400
                (Issuer's Telephone Number, including Area Code)


         Indicate by check mark whether the Registrant (i) has filed all reports
required to be filed by Section 13, or 15(d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (of for such  shorter  period  that the
Registrant  was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.

                                         Yes    X           No

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common equity, as of the latest practicable date.

Common Stock, $.001 par value                                       1,018,000
----------------------------------                        --------------------
Title of Class                                    Number of Shares outstanding
                                                              at March 31, 2002



Transitional Small Business Format     Yes            No    X

No exhibits included.

                                                        1

<PAGE>


<TABLE>
<CAPTION>
                                           ALBION AVIATION, INC.
                                       (A Development Stage Company)

                                        Consolidated Balance Sheet


                                                             December 31,               March 31,
                                                                 2001                     2002


Assets

Current assets:
<S>                                                                 <C>                      <C>
         Cash                                                       $    642                 $4,622
         Aircraft held for sale                                       20,000                       --
         Employee advances                                                --                   18,910

                  Total current assets                                20,642                   23,532
Aircraft, net of accumulated
depreciation of $87,834 and $1,875                                   117,266                   43,125


         Total Assets                                     $          137,908       $           66,657



Liabilities and Stockholders' Deficit

Current liabilities:
         Accounts payable                                 $            2,366       $            1,497
         Related party payables                                        4,490                       --
         Current portion of
           long-term debt                                             29,772                    4,593


         Total current liabilities                                    36,628                    6,090

Long-term debt                                     106,879                   34,725

Stockholders' deficit:

         Preferred stock; $.001 par value;
         1,000,000 shares authorized; no
         shares issued and outstanding                                    --                       --
         Common stock; $.001 par value;
         20,000,000 shares authorized;
         1,018,000 shares issued and
         outstanding                                                   1,018                    1,018
Additional paid-in capital                                           204,488                  204,488
Deficit accumulated during the
development stage                                         (210,905)                (179,663)


         Total stockholders'
                   equity (deficit)                       $          (5,399)       $           25,843
         Total liabilities and
         stockholders' deficit                            $          137,908       $           66,657


</TABLE>

                       See   accompanying   notes  to   consolidated   financial
statements.

                                                    2

<PAGE>
<TABLE>
<CAPTION>


                                           ALBION AVIATION, INC.
                                       (A Development Stage Company)

                                   Consolidated Statement of Operations


                                              Three Months Ended                       Cumulative
                                                   March 31,                          Amounts Since
                                        2002                     2001                   Inception



<S>                               <C>                     <C>                      <C>
Revenue                           $              --       $               --       $               --

Costs and expenses:
 General and
 administrative
 expenses                    7,911                   9,540                  150,120

 Interest expense              822                   3,296                   34,518


                                  $           8,733       $           12,836       $          184,638

Gain(loss) on sale
 of assets                                   39,975                       --                    4,975

Gain (loss) before
income taxes                      $          31,242       $         (12,836)       $        (179,663)

Income taxes - current          --                      --                       --

Net loss                          $          31,242       $         (12,836)       $        (179,663)



Gain (loss) per share -
basic and diluted $            .01                $  (.01)                 $     --

Weighted average common
shares - basic and
diluted                                   1,018,000                1,000,000                       --






</TABLE>










                       See   accompanying   notes  to   consolidated   financial
statements.

                                                    3

<PAGE>
<TABLE>
<CAPTION>


                                           ALBION AVIATION, INC.
                                       (A Development Stage Company)

                                   Consolidated Statement of Cash Flows


                                              Three Months Ended                       Cumulative
                                                   March 31,                          Amounts Since
                                        2002                     2001                   Inception



Cash flows from operating activities:
<S>                               <C>                     <C>                      <C>
 Net income (loss)                $          31,242       $         (12,836)       $        (179,663)
Adjustments to
reconcile net loss
to net cash used in
operating activities:
 Depreciation and
   amortization              1,875                   6,662                   90,724
 Increase in accounts
   payable                   (869)                      --                    1,497
 Loss on impairment of aircraft
      held for sale                                                                            35,000
 Increase in related
   party payables          (4,490)                   5,000                       __
 Net cash used in
   operating activities           27,758                  (1,174)                  (52,442)
Cash flows from investing activities:
 Purchase
  of aircraft                   __                      --                         (20,690)
 Purchase of aircraft
  held for sale                 --                      --                  (55,000)
 Sale of
  aircraft                  92,266                                           92,266
 Organization costs             --                      --                         (1,015)
 Net cash used in
  investing activities            92,266                  --                       15,561
Cash flows from financing activities:
 Principal payments on
   long-term debt                 (97,134)                (6,006)                  (145,093)
 Contributions to capital       --                      __                  114,491
 Issuance of common stock       --                      --                   91,015
 Increase in
   employee advances      (18,910)                                          (18,910)
 Net cash (used in) provided by
   financing activities           (116,044)               (6,006)                  41,503
Net (decrease) increase
in cash                                       3,980                  (7,180)                    4,622
Cash, beginning of period      642                   7,549                       --
Cash, end of period               $           4,622       $              369       $            4,622



</TABLE>

                       See   accompanying   notes  to   consolidated   financial
statements.

                                                    4

<PAGE>


                                           ALBION AVIATION, INC.
                                       (A Development Stage Company)

                                Notes to Consolidated Financial Statements

                                              March 31, 2002


1.        Interim Financial Statements

 The accompanying financial statements are unaudited,  but in the opinion of the
 management of the Company,  contain all adjustments,  consisting of only normal
 recurring accruals, necessary to present fairly the financial position at March
 31, 2002,  the results of operations  for the three months ended March 31, 2002
 and 2001,  and the cash flows for the three  months  ended  March 31,  2002 and
 2001.

 Reference is made to the Company's  Form 10-KSB for the year ended December 31,
 2001.  The results of operations  for the three months ended March 31, 2002 are
 not necessarily  indicative of the results of operations to be expected for the
 full fiscal year ending December 31, 2002.

2.        Related Party Transactions

 At March 31,  2002 and  December  31,  2001,  the  Company  owed the  Company's
 president and majority  shareholder $0 and $4,490,  respectively.  The advances
 are unsecured,  non-interest  bearing and have no specific  repayment terms. At
 March 31, 2002, this  individual  owed $18,910  advanced to him on an unsecured
 basis and the amount is to be repaid on or before  December 31,  2002,  without
 interest.

3.        Public Offering

 In February  2001, the Company's  initial public  offering of its common stock,
 registered on Form SB-2, was declared  effective by the Securities and Exchange
 Commission.  The Company  registered  50,000 shares of common stock for sale at
 $5.00 per share.  In May 2001 18,000  shares of common  stock were sold for net
 proceeds of $90,000.

3.        Sale of Aircraft

 In January 2002 the Company sold a Cessna aircraft for $120,000,  for a gain of
 $39,975.  In March 2002 the Company sold the aircraft held for sale for $20,000
 and recognized no gain or loss.

4.        Supplemental Cash Flow information


                                                    5

<PAGE>


                                           ALBION AVIATION, INC.
                                       (A Development Stage Company)

 In the quarters ended March 31, 2002 and 2001 the Company paid cash of $822 and
 $3,396,  respectively,  for  interest.  No amount  was paid for taxes in either
 quarter.

5.        Long-term Debt

 In December 2001, the Company entered into a note  agreement,  with a financing
 company,  in the  amount  of  $40,410,  due in  monthly  installments  of $628,
 including  interest at 7.9%, secured by aircraft and a personal guarantee of an
 officer of the Company,  maturing in January 2009.  The total loan proceeds and
 cash of $4,690 were used to purchase used aircraft for a total  purchase  price
 of $45,200. The note balance outstanding at March 31, 2002 was $39,317.

Future maturities of the note payable are as follows (2002 information  includes
amounts paid in first quarter 2002:

Years Ending December 31:                                      Amount
                                                          -----------------

 2002                                                                $4,503
 2003                                                                 4,872
 2004                                                                 5,271
 2005                                                                 5,703
 2006                                                                 6,171
 Thereafter                                                          13,890
                                                          -----------------

                                                                    $40,410
                                                          -----------------


Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
          OPERATIONS AND FINANCIAL CONDITION

         We have made a plan of  operations  for fiscal 2002.  Obtaining the 135
permit  will cost  $10,000,  primarily  for  consultants  to write  manuals  for
operating  procedures.  We plan to market  our  charter  services  primarily  to
charter  brokers  or via  the  internet.  Although  using  brokers  reduces  our
profitability,  its  more  cost  effective  than  employing  our  own  marketing
department,  and most charter operations rely on brokers.  The variable costs of
operation  include  fuel,  oil and crew  labor,  which will be paid  solely from
charter revenues.  Crew will be hired on an hourly basis, as needed when flights
commence. The hourly operating costs are widely understood to be as follows:

                  Crew 1 pilot                                              $ 40
                  Fuel - 10 gallons per hour at $2.50 per gallon              25
                  Oil - 1 quart per hour at $2.00 per quart                    2
                  Air frame and Avionics - Parts Reserve                      10
                  Engine Reserve (1 engines)                                  10


                  TOTAL                                                     $ 87

         The price of charter  flights are based upon hourly usage.  In Southern
California  the hourly  charter rate for the Aircraft is about  $200.00,  less a
brokerage commission of 10%. The resulting operating profit per hour is $113.00.
Since annual fixed costs are  estimated  to be $12,000 per year,  the  projected
break even point is 106 hours flown per year.

         The above assumptions are based upon current prices.  The most volatile
cost is fuel.  Fuel  prices are at a record high in 2002 but they could go still
higher.  If they do our  profitability  could be  adversely  affected.  We don't
intend to engage in hedging for fuel prices while we only operate one aircraft.

         Another  assumption we have made is on  maintenance  expenses.  We have
budgeted  $6,000 for  annual  maintenance.  However,  we can't  forecast  future
maintenance expenses.

         Other factors can also adversely affect  operations.  There has been an
abundant  supply of pilots in the past.  However,  many airline  pilots are near
retirement  age and a pilot  shortage  could  develop as commuter  airlines hire
qualified pilots.  Mechanical problems can delay or ground flights.  Waiting for
parts or  maintenance  personnel  can  also  ground  the  aircraft.  Weather  is
generally  good in the our planned area of operations  but bad weather can delay
or cancel flights.  Also,  currently Orange County Airport is closed to takeoffs
and landings from 11:00 pm to 7:00 am. This could limit flights.

         The aircraft was acquired  December 2001 from an unrelated  party.  The
purchase  price was $45,000,  paid $4,500 in cash and the rest in debt financing
from Red River Bank. The loan is payable over 7 years in monthly installments of
$628, and the interest rate is 7.9%. Mr. Hand guaranteed the loan which financed
the  purchase of the  aircraft.  As of December  31, 2000 the amount owed on the
loan was $40,400.  In the event Albion  defaults on the loan,  Mr. Hand would be
personally  liable  for any  unpaid  balance,  and he might  have  the  right as
guarantor to take possession of or sell the aircraft.



<PAGE>


         We  are a  development  stage  company  as  that  term  is  defined  in
paragraphs  8 and 9 of SFAS No. 7. Our  activities  to date have been limited to
selection and purchase of an aircraft, aircraft maintenance,  and development of
a business plan.  Our auditors have included an  explanatory  paragraph in their
report on our  financial  statements,  to the effect  that there is  substantial
doubt about  Albion's  ability to continue as a going  concern.  The factors for
this assessment  include our lack of operating history or current revenues,  the
nature of our business as a start up business,  management's  limited experience
and our limited funds Management believes that the funds raised by this offering
and funds  provided by the majority  shareholder  will be  sufficient  to ensure
viability of the enterprise for at least 18 months following  completion of this
offering. However, risks inherent in the business as discussed under the caption
"Risk  Factors"  in our  December  31,  2001  10-KSB may  affect the  outcome of
Management's plans.



<PAGE>







                                                    6

<PAGE>



                                        PART II.  OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS  -  None

Item 2.   CHANGES IN SECURITIES - None

Item 3.   DEFAULTS UPON SENIOR SECURITIES - None

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None

Item 5.   OTHER INFORMATION - None

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

 Exhibits--None

 Reports on Form 8-K--None.


                                                    7

<PAGE>


                                                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 thereunto duly authorized.


                                                     ALBION AVIATION, INC.



Date:  May 13, 2002                                  By:/s/ Jehu Hand
                                                          Jehu Hand,
                                                          President   and  Chief
                                                          Financial      Officer
                                                          (chief       financial
                                                          officer and accounting
                                                          officer    and    duly
                                                          authorized officer)



                                                    8

<PAGE>