SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB
(Mark One)
[ X ] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 For the fiscal year ended December 31, 2001

                                       OR

[   ]    Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from                         to
                               ----------------------      ---------------------

                        Commission File Number: 333-22239
                              AeroCentury IV, Inc.
                  (Name of small business issuer in its charter)

                 California                             94-3260392
       (State or other jurisdiction        (I.R.S. Employer Identification No.)
    of incorporation or organization)

      1440 Chapin Avenue, Suite 310
        Burlingame, California                            94010
(Address of principal executive offices)                (Zip Code)

Issuer's telephone number, including area code:                  (650) 340-1880

Securities registered pursuant to Section 12(b) of the Act:            None

Securities registered pursuant to Section 12(g) of the Act:            None

Check whether the Issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 filing requirements for the past 90 days.
Yes  X      No
   ----       ----

Check if there no  disclosure  of  delinquent  filers in response to Item 405 of
Regulation S-B is not contained herein, 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  10-KSB or any
amendment to this Form 10-KSB. [X]

Revenues for the issuer's most recent fiscal year:  $473,970

On March 28, 2002 the aggregate market value of the voting and non-voting common
equity held by non-affiliates (computed by reference to the price at which the
common equity was sold) was $0.

As of March 28, 2002 the Issuer had 243,420 Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one):   Yes       No  X
                                                                -----    ------

Documents Incorporated by Reference:  None


<PAGE>





                                     PART I

Forward-Looking Statements

Certain statements contained in this report and, in particular, the discussion
regarding: the Company's beliefs, plans, objectives, expectations and intentions
regarding: collection of intercompany tax receivables under its tax sharing
agreement, the incurring of significant operating expenses for assets on lease,
an Event of Default during May 2002, the Trustee's actions after a May 2002
Event of Default to take control of the Company's assets and the Trustee's
disposition of the assets are forward looking statements. While the company
believes that such statements are accurate, actual results may differ due to
further defaults by existing lessees, changing general economic conditions,
particularly those that affect the re-sale value of turboprop aircraft and
engines, including competition for turboprop and other aircraft, and future
trends and results that cannot be predicted with certainty. The Company's actual
results could differ materially from those discussed in such forward looking
statements. Factors that could cause or contribute to such differences include
those discussed below in the section entitled "Factors that May Affect Future
Results." The cautionary statements made in this Report should be read as being
applicable to all related forward-looking statements wherever they appear in
this Report.

Item 1.           Description of Business.

Business of the Company

AeroCentury IV, Inc. (the "Company") was incorporated in the state of California
in February 1997 ("Inception"). The Company was formed solely for the purpose of
offering up to $10,000,000 in 10% Secured Promissory Notes, due April 30, 2005
("Notes") (the "Offering"). The Offering commenced in May 1997 and was
terminated in August 1997, after $4,869,000 in Notes were sold. The proceeds of
the Offering were used to purchase income producing assets ("Income Producing
Assets") consisting of turboprop aircraft and aircraft engines, subject to
operating or full payout leases with third parties.

All of the Company's outstanding common stock is owned by JetFleet Holding Corp.
("JHC"), a California corporation formed in January 1994. In May 1998, JetFleet
Management Corp., the sole shareholder of the Company was renamed JetFleet
Holding Corp. The rights and obligations under the management agreement between
the Company and JHC were assigned by JHC to its newly-created, wholly-owned
subsidiary named "JetFleet Management Corp." ("JMC"). JMC also manages
AeroCentury Corp. ("ACY"), a Delaware corporation, and JetFleet III, a
California corporation, which are affiliates of JHC and which have objectives
similar to the Company's. Neal D. Crispin, the President of the Company, holds
the same position with JHC and JMC and owns a significant amount of the common
stock of JHC.

The sole director of the Company is Neal D. Crispin. The officers of the Company
are Neal D. Crispin,  President and Secretary, and Marc J. Anderson, Senior Vice
President and Chief Operating Officer.

Aircraft and Aircraft Engines

At December 31, 2001, the Company owned a Fairchild Metro III aircraft, serial
number AC-647 ("S/N AC-647"), and a Pratt & Whitney JT8D-9A aircraft engine,
serial number 674452B (the "Engine"). In January 2001, the Company sold its 50%
interest in a Shorts SD3-60-100, serial number S/N 3676 ("S/N 3676"). The
Company did not purchase any aircraft during 2001.

S/N AC-647 is on lease to a U.S. carrier for a two-year term, expiring in June
2002.

The Engine is used on a McDonnell Douglas DC-9 aircraft and is subject to a
60-month lease with the seller, expiring in November 2002. The Engine is
subleased by the seller to a Mexican-based regional carrier.

At the time of purchase, S/N 3676 (owned 50% by the Company) was subject to a
48-month lease, expiring in July 2001, with a British regional airline. In early
2000, the lessee filed for reorganization and subsequently returned the aircraft
to the Company. During January 2001, it was sold.

The Company had filed claims for approximately $1,069,000 of unfunded,
pre-reorganization maintenance expense related to S/N 3676 and another aircraft
which had been on lease to the same lessee. On February 13, 2001, a majority of
the creditors of the lessee approved a reorganization plan, which provided that
unsecured creditors, like the Company, would not receive any recovery of
pre-reorganization claims.

Item 2.           Description of Property.

The Company does not own or lease any real property, plant or materially
important physical properties other than equipment under operating lease as set
forth in Item 1.

The Company maintains its principal office at 1440 Chapin Avenue, Suite 310,
Burlingame, California, 94010. All office facilities are provided by JMC without
reimbursement by the Company.

Item 3.           Legal Proceedings.

The Company is not involved in any legal proceedings.

Item 4.           Submission of Matters to a Vote of Security Holders.

None.

                                     PART II

Item 5.           Market for the Common Equity and Related Stockholder Matters.

General

There is no established trading market for the Notes and the Notes are not
listed on any securities exchange.

Number of Security Holders

Approximate number of holders of Notes ("Noteholders") as of March 28, 2002: 350

Dividends

The Company has not declared a dividend on Common Stock since its formation.

Item 6.           Management's Discussion and Analysis or Plan of Operation.

Results of Operations

The Company recorded a net loss of ($385,850) or ($1.59) per share and
($1,751,770) or ($7.20) per share for the year ended December 31, 2001 and 2000,
respectively.

Rental income decreased by approximately $194,000 in 2001 versus 2000 due to the
sale of aircraft during the fourth quarter of 2000 and January 2001. Gain on
sale of aircraft was approximately $105,000 higher in 2001 because S/N 3676 was
sold at a gain, including the associated reserves retained, while one of the
aircraft sold during 2000 was sold at a loss. Interest income was higher in 2001
by approximately $30,000 due to higher cash balances as a result of asset sales.
Depreciation decreased approximately $121,000 in 2001 due to the asset sales
noted above. Maintenance expense was approximately $63,000 lower in 2001 because
there was substantial maintenance work performed on an aircraft upon its return
in 2000. Professional fees and general and administrative expenses were
approximately the same in both years.

Under the terms of a tax sharing arrangement between the members of the
consolidated group with which the Company files a consolidated tax return, in
the event that the Company has taxable income, the Company will be credited for
the tax benefits provided by the use of the Company's prior year net operating
losses. However, under this agreement, the Company does not expect its
inter-company receivable to be collected because it does not expect to generate
adequate future taxable income.



<PAGE>



Capital Resources and Liquidity

The Company's current financial condition is a result of several factors,
primarily the default on lease obligations by the original lessees of four of
the Company's five aircraft. As a result of such defaults, the aircraft were
repossessed by the Company or returned early by the lessees, which meant that
the Company had to sell the aircraft earlier than anticipated or negotiate lease
terms with new lessees. See "Factors that May Affect Future Results," below, for
a complete discussion of factors affecting the Company's cash flow.


Since its formation, the Company's capital has come in the form of equity
contributions from JHC, proceeds from the Offering, rental revenue from the
Income Producing Assets purchased using those proceeds, and, most recently,
proceeds from the sale of assets. The Company's liquidity has varied, increasing
to the extent cash flows from operations exceeded expenses, and decreasing as
interest payments were made to the Noteholders and to the extent expenses
exceeded cash flows from leases.

At December 31, 2001, the Company had cash balances of $1,114,420 and deposits
of $95,780. At December 31, 2001, the Company had Notes outstanding with an
aggregate principal face value of $4,869,000. The fair value of the Notes, based
upon the net book values of the aircraft and the net working capital of the
Company as of that date, is estimated to be approximately $2,221,000, which is
approximately 46% of the face value of the Notes

Since the Company has acquired Income Producing Assets, which are subject to
triple net leases (the lessee pays operating and maintenance expenses, insurance
and taxes), the Company typically does not incur significant operating expenses
in connection with ownership of its Income Producing Assets as long as they
remain on lease. The Company has, however, incurred significant maintenance
expense for aircraft which have been off lease prior to being sold. The Company
could incur additional expenses for its two remaining aircraft if they are
returned by the lessees when the leases expire in June and November 2002 and
remain off lease.

The Company sold several of its aircraft during 2000 and 2001; such sales were
earlier than anticipated, as the aircraft were returned upon defaults by their
respective lessees. As a result, the proceeds received from the sales were less
than was expected and insufficient to purchase additional Income Producing
Assets. Since the Trust Indenture precludes the Company from using sales
proceeds to fund interest payments, after consultation with, and with the
consent of, the Trustee, on December 15, 2001, the Company's Board of Directors
approved a resolution authorizing a prepayment of $1,000,000 of principal to the
Noteholders during the first quarter of 2002. The Company made such prepayment
during February 2002. After the principal prepayment made during February 2002,
the Company has Notes outstanding with an aggregate principal face value of
$3,869,000. Including the February 2002 principal prepayment and all interest
paid to date, the Company has paid to Noteholders an aggregate of approximately
63% of the face value of the Notes.

The Company did not have sufficient cash balances to fund the required interest
payment of approximately $122,000 on February 1, 2002 and is therefore in
default under the Trust Indenture. While the Company has 90 days to cure such
default, it does not anticipate having sufficient cash to do so. Therefore, in
May 2002, there will be an "Event of Default" under the Trust Indenture.


The Company's decrease in cash flow from operations was due primarily to the
effect of the change in receivable from affiliates, prepaid expenses, payable to
affiliate and maintenance deposits, which effects were only partially offset by
a smaller net loss and the effect of the change in accounts receivable and
accounts payable.

The decrease in cash flow provided by investing activities was the result of the
Company's sale of S/N 3676 during 2001 versus having sold S/N 3606 and its 67%
interest in a deHavilland DHC-6 during 2000. There was no cash flow from
financing activities in 2001 or 2000 because the Offering terminated in August
1997.


During 2001, the Company paid $100,000 to the Trustee, which amount is estimated
to be the expenses incurred by the Trustee and its counsel in connection with
the February 2002 prepayment and the default on the February 1 interest payment.
Based on reports from the Trustee, during December 2001, the Company expensed
$40,000 of the $100,000; the balance is included in prepaid expenses and will be
expensed as incurred during 2002.


Outlook


As discussed above, it is anticipated that during May 2002, there will be an
Event of Default under the Trust Indenture. The Trustee would then have control
over the Company's assets, all of which are collateral for the notes obligation.
The Trustee could take title to, and possession of, the Company's assets; or the
Company and the Trustee could enter into a "going-forward" agreement, whereunder
the Company would retain legal title to the assets that are collateral for the
Noteholder obligations, but would give the Trustee the sole power to manage the
assets. In either case, the Trustee would have the ultimate discretion as to the
timing of the disposition of each asset. The Trustee could choose to sell an
asset to a third party and immediately distribute the proceeds of such sale to
the Noteholders. In order to achieve an immediate liquidation of the asset,
however, the Company may have to accept a price that is substantially less than
the net book value of the asset or lower than it would receive in a normal
market sale. Alternatively, the Trustee could decide to continue to hold an
asset for the benefit of Noteholders and collect rent for such asset until the
underlying user lease expires, or until the Trustee determines that the asset
can be sold at an acceptable price.

The Company's two assets are each currently on lease until June 2002 and
November 2002, at a monthly lease rate of $10,000 and $15,000, respectively. If
the Trustee were to direct the Company to retain both assets until lease end,
from January 2002 until the assets' lease expirations, a total of approximately
$200,000 could be collected under the leases; however, the amount of rental
income received would nonetheless be insufficient to permit the Trustee to make
net cash distributions to Noteholders at a rate of 10% per annum (the stated
interest rate under the Notes) on unpaid Note principal.


Any distributions to Noteholders of sales and/or rent proceeds would be net of
legal and administrative expenses incurred by the Trustee. Such expenses are
currently estimated at $100,000. Under the terms of the Trust Indenture, any
final distribution to Noteholders upon sale of the last asset would consist
first of accrued, but unpaid, interest on the Notes, and then principal.

Factors that May Affect Future Results


Anticipated Event of Default; Ability to Maximize Returns. As discussed above,
due to cash flow problems created by lessee rental defaults, early termination
of leases, and lower than expected remarketing proceeds described above, it is
anticipated that there will be an Event of Default under the Trust Indenture on
May 1, 2002. At that time, it is believed that the Trustee, Wells Fargo Bank
Northwest (formerly known as First Security Bank, N.A.), will take control of
the Company's assets securing the Indenture, namely the aircraft portfolio and
leases and any remaining cash held by the Company. At that point, the Trustee
will have the power to direct disposition of the collateral with the goal of
maximizing value to the Noteholders. This could entail an immediate or staged
disposition of all the assets or retention of the assets on lease for the
benefit of the Noteholders, or a combination thereof. While the Trustee is
unlikely to realize sufficient proceeds to enable repayment of the entire Note
Indebtedness, its ability to maximize repayment to Noteholders will depend on
the risk factors described below, particularly those that affect asset values of
the Company's portfolio.


Re-lease of Assets or Sale. The ability to maximize return to the Noteholders on
the remaining assets of the Company will depend upon general economic conditions
and the speed of recovery of the air transport industry. The industry is
currently experiencing a cyclical downturn which has been exacerbated greatly by
the terrorist attacks of September 11, 2001 and their aftermath. As a result,
there has been a severe reduction in air travel and less revenue and less demand
for aircraft capacity by the major air carriers, particularly those that serve
U.S. markets.

One of the Company's assets is a regional aircraft leased to a U.S. regional
freight carrier. The second is a jet engine leased to a Mexican regional air
carrier. It is not clear whether and to what extent the current downturn will
have on these lessees. If the Company's lessees experience a corresponding
downturn in their own businesses, they may be at risk of failure, and default
under their respective leases. See "Risks Related to Regional Air Carriers",
below.

Even if the Company's lessees remain in compliance with their lease through
expiration, the industry downturn may result in the lessees deciding not to
renew the leases for an additional term. In that case the assets would likely be
re-leased to another lessee; however, if the financial condition of the air
travel industry does not improve within the next year, it may be very difficult
to find a new lessee for the Company's assets. An unimproved or worse industry
financial condition would also tend to result in lower amounts realizable on the
assets if they are sold upon return from the lessee (See "Leasing Risks" and
"Ownership Risks", below).


Leasing Risks. The Company's successful negotiation of lease extensions,
re-leases and sales for its two assets as directed by the Trustee under the
going-forward agreement may be critical to its ability to achieve a maximum
return of principal to its Noteholders, and will involve a number of risks.
Demand for lease or purchase of the assets depends on the economic condition of
the airline industry, which is in turn sensitive to general economic conditions.
Ability to remarket equipment at acceptable rates may depend on the demand and
market values at the time of remarketing. The market for used aircraft is
cyclical, and generally, but not always, reflects economic conditions and the
strength of the travel and transportation industry. As discussed above, The
demand for and value of many types of older aircraft has been depressed by
current airline financial difficulties, increased fuel costs, the number of new
aircraft on order and the number of older aircraft coming off lease. The
Company's limited portfolio of two assets subjects the Company to economic risks
if those particular airframe or engine types should decline in value.


Risks Related to Regional Air Carriers. Because the Company's leases are with
regional air carriers, it will be subject to certain risks. First, lessees in
the regional air carrier market include a number of companies that are start-up,
low capital, and low margin operations. Often, the success of such carriers is
dependent upon arrangements with major trunk carriers, which may be subject to
termination or cancellation by such major carrier. This market segment is also
characterized by low entry costs, and thus, there is strong competition in this
industry segment from start-ups as well as major airlines. Thus, leasing
transactions with these types of lessees results in a generally higher lease
rate on aircraft, but may entail higher risk of default or lessee bankruptcy.

Ownership Risks. The Company's portfolio is leased under operating leases, where
the terms of the leases do not take up the entire useful life of an asset. The
Company's ability to recover its purchase investment in an asset subject to an
operating lease is dependent upon the Company's ability to profitably re-lease
or sell the asset after the expiration of the initial lease term. Some of the
factors that have an impact on the Company's ability to re-lease or sell include
worldwide economic conditions, general aircraft market conditions, regulatory
changes that may make an asset's use more expensive or preclude use unless the
asset is modified, changes in the supply or cost of aircraft equipment and
technological developments which cause the asset to become obsolete. In
addition, a successful investment in an asset subject to an operating lease
depends in part upon having the asset returned by the lessee in serviceable
condition as required under the lease. If the Company is unable to remarket its
aircraft equipment on favorable terms when the operating lease for such
equipment expires, the Company's business, financial condition, cash flow,
ability to service debt and results of operation could be adversely affected.

Lessee Credit Risk. If a lessee defaults upon its obligations under a lease, the
Company may be limited in its ability to enforce remedies. The Company's lessees
are small domestic and foreign regional passenger airlines, which may be even
more sensitive to airline industry market conditions than the major airlines. As
a result, the Company's inability to collect rent under a significant lease or
to repossess equipment in the event of a default by a lessee could have a
material adverse effect on the Company's revenue. If a lessee that is a
certified U.S. airline is in default under the lease and seeks protection under
Chapter 11 of the United States Bankruptcy Code, under Section 1110 of the
Bankruptcy Code, the Company would be automatically prevented from exercising
any remedies for a period of 60 days. By the end of the 60 day period, the
lessee must agree to perform the obligations and cure any defaults, or the
Company would have the right to repossess the equipment. This procedure under
the Bankruptcy Code has been subject to significant recent litigation, however,
and it is possible that the Company's enforcement rights may still be further
adversely affected by a declaration of bankruptcy by a defaulting lessee.

International Risks. The Company's portfolio currently includes a lease with a
foreign air carrier. Leases with foreign lessees may present somewhat different
credit risks than those with domestic lessees.

Foreign laws, regulations and judicial procedures may be more or less protective
of lessor rights as those which apply in the United States. The Company could
experience collection problems related to the enforcement of its lease
agreements under foreign local laws and the remedies in foreign jurisdictions.
The protections potentially offered by Section 1110 of the Bankruptcy Code would
not apply to non-U.S. carriers, and applicable local law may not offer similar
protections. Certain countries do not have a central registration or recording
system with which to locally establish the Company's interest in equipment and
related leases. This could add difficulty in recovering an aircraft in the event
that a foreign lessee defaults.

Leases with foreign lessees are subject to risks related to the economy of the
country or region in which such lessee is located even if the U.S. economy
remains strong. On the other hand, a foreign economy may remain strong even
though the domestic U.S. economy does not. A foreign economic downturn may occur
and impact a foreign lessee's ability to make lease payments, even though the
U.S. and other economies remain stable. Furthermore, foreign lessees are subject
to risks related currency conversion fluctuations. Although the Company's
current leases are all payable in U.S. dollars, in the future, the Company may
agree to leases that permit payment in foreign currency, which would subject
such lease revenue to monetary risk due to currency fluctuations. Even with
dollar-denominated lease payment provisions, the Company could still be affected
by a devaluation of the lessee's local currency which would make it more
difficult for a lessee to meet its dollar-denominated lease payments, increasing
the risk of default of that lessee, particularly if that carrier's revenue is
primarily derived in the local currency.

Competition. The Company has many competitors in the aircraft leasing industry,
including leasing companies, banks and other financial institutions and aircraft
leasing partnerships. The market is highly competitive. Most of the Company's
competitors have substantially greater financial and other resources than the
Company.

Casualties, Insurance Coverage. The Company, as owner of transportation
equipment, could be held liable for injuries or damage to property caused by its
assets. Though some protection may be provided by the United States Aviation Act
with respect to its aircraft assets, it is not clear to what extent such
statutory protection would be available to the Company and such act may not
apply to aircraft operated in foreign countries. Though the Company may carry
insurance or require a lessee to insure against a risk, some risks of loss may
not be insurable. An uninsured loss with respect to the Equipment or an insured
loss, for which insurance proceeds are inadequate, would result in a possible
loss of invested capital in and any profits anticipated from such equipment.

Reliance on JMC. All management of the Company is performed by JMC pursuant to a
management agreement between JMC and the Company. The Board of Directors does,
however, have ultimate control and supervisory responsibility over all aspects
of the Company and does owe fiduciary duties to the Company and its
stockholders. In addition, while JMC may not owe any fiduciary duties to the
Company by virtue of the management agreement, the officers of the Company are
also officers or employees of JMC, and in that capacity owe fiduciary duties to
the Company and the stockholders by virtue of holding such offices. Although the
Company has taken steps to prevent such conflicts, such conflicts of interest
arising from such dual roles may still occur.

Item 7.  Financial Statements.

(a)               Financial Statements and Schedules

         (1)      Financial statements for AeroCentury IV, Inc.:

                           Report of Independent Auditors, Vocker Kristofferson
                           and Co. Balance Sheet as of December 31, 2001
                           Statements of Operations for the Years Ended December
                                31, 2001 and 2000 Statements of Changes in
                           Shareholder's Deficit for the Years Ended
                                December 31, 2001 and 2000
                           Statements of Cash Flows for the Years Ended December
                                31, 2001 and 2000
                           Notes to Financial Statements

         (2)      Schedules:

                           All schedules have been omitted since the required
                           information is presented in the financial statements
                           or is not applicable.



<PAGE>


                         REPORT OF INDEPENDENT AUDITORS



To the Board of Directors and Stockholders of AeroCentury IV, Inc.


We have audited the accompanying balance sheet of AeroCentury IV, Inc.,
California corporation, as of December 31, 2001 and the related statements of
operations, shareholder's deficit and cash flows for the years ended December
31, 2001 and December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AeroCentury IV, Inc., at
December 31, 2001 and the related statements of operations, shareholder's equity
and cash flows for the years ended December 31, 2001 and 2000, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net loss of $385,850 for the year ended December 31,
2001, and, as of that date, the Company's total liabilities exceeded its total
assets by $2,326,800. As described more fully in Note 7 to the financial
statements, the Company defaulted on its required interest payment to the
Noteholders on February 1, 2002 and has ninety days to cure the default. In the
event the Company is not able to cure the default, the management of the Company
will be transferred to the Trustee. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. These financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



VOCKER KRISTOFFERSON AND CO.

/s/ Vocker Kristofferson & Co.

March 25, 2002
San Mateo, California

<PAGE>





                              AEROCENTURY IV, INC.
                                  Balance Sheet
                                December 31, 2001

<TABLE>

                                     ASSETS
<S>                                                                        <C>

Current assets:
     Cash                                                                  $   1,114,420
     Deposits                                                                     95,780
     Accounts receivable                                                         128,510
     Rent receivable                                                               5,000
                                                                           -------------
Total current assets                                                           1,343,710

Aircraft and aircraft engines under operating leases,
     net of accumulated depreciation of $435,410                               1,203,790
Debt issue costs, net of accumulated
     amortization of $334,250                                                    255,270
Prepaid expenses                                                                  66,250
                                                                           -------------

Total assets                                                               $   2,869,020
                                                                           =============


                      LIABILITIES AND SHAREHOLDER'S DEFICIT

Current liabilities:
     Accounts payable                                                      $      13,880
     Interest payable                                                             81,150
     Prepaid rent                                                                  7,500
     Security deposits                                                            20,000
     Maintenance deposits                                                        204,290
                                                                           -------------
Total current liabilities                                                        326,820
                                                                           -------------

Medium-term secured notes                                                      4,869,000
                                                                           -------------

Total liabilities                                                              5,195,820
                                                                           -------------

Preferred stock, no par value, 100,000 shares authorized,
     no shares issued and outstanding                                                  -
Common stock, no par value, 500,000 shares authorized,
     243,420 shares issued and outstanding                                       243,420
Accumulated deficit                                                          (2,570,220)
                                                                           -------------
Total shareholder's deficit                                                  (2,326,800)
                                                                           -------------

Total liabilities and shareholder's deficit                                $   2,869,020
                                                                           =============

</TABLE>

The accompanying notes are an integral part of these statements.




<PAGE>



                              AEROCENTURY IV, INC.
                            Statements of Operations

<TABLE>

<CAPTION>

                                                                                          For the Years
                                                                                        Ended December 31
                                                                                     2001             2000
                                                                                     ----             ----
<S>                                                                             <C>              <C>
Revenues:

     Rent income                                                                $     308,950    $     503,310
     Gain on sale of aircraft                                                         113,000            8,120
     Interest income                                                                   52,020           21,830
                                                                                -------------    -------------

                                                                                      473,970          533,260
                                                                                -------------    -------------

Expenses:

     Depreciation                                                                     116,210          236,890
     Provision for impairment in value of aircraft                                          -        1,021,000
     Amortization                                                                      76,580           76,580
     Maintenance                                                                        9,050           72,500
     Interest                                                                         486,900          486,900
     Management fees                                                                   97,380           97,380
     Professional fees and general and administrative                                  72,900           68,260
                                                                                -------------    -------------

                                                                                      859,020        2,059,510

Loss before taxes                                                                    (385,050)      (1,526,250)

Tax provision                                                                             800          225,520
                                                                                -------------    -------------

Net loss                                                                        $    (385,850)    $ (1,751,770)
                                                                                =============    =============

Weighted average common shares outstanding                                            243,420          243,420
                                                                                =============    =============

Basic loss per common share                                                     $       (1.59)    $      (7.20)
                                                                                =============    =============
</TABLE>


The accompanying notes are an integral part of these statements.



<PAGE>



                               AEROCENTURY IV, INC.
                       Statements of Shareholder's Deficit
                 For the Years Ended December 31, 2001 and 2000

<TABLE>
<CAPTION>

                                                                                        Total
                                                    Common          Accumulated     Shareholder's
                                                     Stock            Deficit          Deficit
                                                     -----            -------          -------
<S>                                              <C>              <C>               <C>
Balance, December 31, 1999                       $     243,420    $    (432,600)    $   (189,180)

Net loss for the period                                              (1,751,770)      (1,751,770)
                                                 -------------    --------------    -------------

Balance, December 31, 2000                             243,420       (2,184,370)      (1,940,950)

Net loss for the period                                                (385,850)        (385,850)
                                                 -------------    --------------    -------------

Balance, December 31, 2001                       $     243,420      $(2,570,220)     $(2,326,800)
                                                 =============    ==============    =============

</TABLE>

The accompanying notes are an integral part of these statements.


<PAGE>



                               AEROCENTURY IV, INC.
                            Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                    For the Years Ended December 31,
                                                                       2001                  2000
                                                                       ----                  ----
<S>                                                               <C>                   <C>

Operating activities:
     Net loss                                                     $     (385,850)        $ (1,751,770)
     Adjustments to reconcile net loss to
       net cash provided by operating activities:
         Depreciation                                                    116,210              236,890
         Amortization                                                     76,580               76,580
         Gain on sale of aircraft                                       (113,000)              (8,120)
         Provision for impairment in value of aircraft                         -            1,021,000
         Receivable from affiliates-deferred taxes                             -              231,980
         Deferred taxes                                                        -               (7,270)
         Change in operating assets and liabilities:
           Deposits                                                       (4,340)             (28,440)
           Rent receivable                                                43,040               19,640
           Accounts receivable                                            66,390              (43,850)
           Prepaid expenses                                              (59,930)               7,850
           Accounts payable                                              (38,780)             (89,080)
           Payable to affiliate                                                -               38,920
           Prepaid rent                                                        -              (25,660)
           Security deposits                                                   -              (20,200)
           Maintenance deposits                                          (62,040)             123,290
                                                                  --------------        -------------
Net cash used by operating activities                                   (361,720)            (218,240)
                                                                  --------------        -------------

Investing activities:
     Proceeds from disposal of assets                                    283,000            1,072,420
     Purchase of interests in aircraft                                         -              (30,370)
                                                                  --------------        -------------
Net cash provided by investing activities                                283,000            1,042,050
                                                                  --------------        -------------

Net (decrease)/increase in cash                                          (78,720)             823,810

Cash, beginning of period                                              1,193,140              369,330
                                                                  --------------        -------------

Cash, end of period                                               $    1,114,420        $   1,193,140
                                                                  ==============        =============

Supplemental disclosures of cash flow information: Cash paid during the period
for:
                                                                            2001                 2000
                                                                            ----                 ----
     Interest (net of amount capitalized)                         $      486,900        $     486,900
     Income taxes                                                            800                  800

</TABLE>

The accompanying notes are an integral part of these statements.


<PAGE>




                               AEROCENTURY IV, INC.
                          Notes to Financial Statements

1.       Summary of Significant Accounting Policies

         Basis of Presentation

         AeroCentury IV, Inc. (the "Company") was incorporated in the state of
California on February 7, 1997 ("Inception"). The Company was formed solely for
the purpose of acquiring Income Producing Assets. The Company offered up to
$10,000,000 in $1,000 Secured Promissory Notes maturing on April 30, 2005 (the
"Notes") pursuant to a prospectus dated May 21, 1997 (the "Prospectus").

         All of the Company's outstanding common stock is owned by JetFleet
Holding Corp. ("JHC"), a California corporation formed in January 1994. In May
1998, JetFleet Management Corp., the sole shareholder of the Company was renamed
JetFleet Holding Corp. The rights and obligations under the management agreement
between the Company and JHC were assigned by JHC to a newly-created wholly-owned
subsidiary named "JetFleet Management Corp." ("JMC"). JMC also manages
AeroCentury Corp. ("ACY"), a Delaware corporation, and JetFleet III, a
California corporation, which are affiliates of JHC and which have objectives
similar to the Company's. Neal D. Crispin, the President of the Company, holds
the same position with JHC and JMC and owns a significant amount of the common
stock of JHC.

         Cash and Cash Equivalents/Deposits

         The Company considers highly liquid investments readily convertible
into known amounts of cash, with original maturities of 90 days or less, as cash
equivalents. Deposits represent cash balances held related to maintenance
reserves and security deposits and are subject to withdrawal restrictions. As of
December 31, 2001, the Company maintained $1,207,440 of its cash balances in a
money market fund held by a regional brokerage firm, which is not federally
insured.

         Aircraft and Aircraft Engines Under Operating Leases

         The Company's interests in aircraft are recorded at the lower of cost
or market value, which include acquisition costs (see Note 2). Depreciation is
computed using the straight-line method over each aircraft's estimated economic
life to its estimated residual value.

         Impairment of Long-lived Assets

         In accordance with SFAS No. 121, "Accounting for the Impairment of
Long-lived Assets and Long-lived Assets to Be Disposed Of," assets are reviewed
for impairment whenever events or changes in circumstances indicate that the
book value of the asset may not be recoverable. Periodically, the Company
reviews its long-lived assets for impairment based on estimated future
non-discounted cash flows attributable to the assets or appraisals. In the event
such cash flows are not expected to be sufficient to recover the recorded value
of the assets, the assets are written down to their estimated realizable value.

         Debt Issue Costs

         Pursuant to the terms of the Prospectus, the Company paid an
Organization and Offering Expense Reimbursement to JHC in cash in an amount up
to 2.0% of Aggregate Gross Offering Proceeds for reimbursement of certain costs
incurred in connection with the organization of the Company and the Offering
(the "Reimbursement").




<PAGE>




                                AEROCENTURY IV, INC.
                          Notes to Financial Statements

1.       Summary of Significant Accounting Policies (continued)

         Debt Issue Costs (continued)

         To the extent that JHC incurred expenses in excess of the 2.0% cash
limit, such excess expenses were repaid to JHC in the form of Common Stock
issued by the Company at a price of $1.00 per share (the "Excess Stock"). The
amount of Excess Stock that the Company can issue was limited according to the
amount of Aggregate Gross Offering Proceeds raised by the Company. The Company
capitalized the Reimbursement paid and amortizes such costs over the life of the
Notes (approximately eight years).

         Assets Subject to Lien

         The Company's obligations under the Notes are secured by a security
interest in all of the Company's right, title and interest in the Income
Producing Assets acquired by the Company.

         Income Taxes

         The Company follows the liability method of accounting for income taxes
as required by the provisions of Statement of Financial Accounting Standards No.
109 - Accounting for Income Taxes.

         Use of Estimates

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

         Recent Accounting Pronouncements

         SFAS No. 138, which amended the effective date of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, was issued in June
1999. The Company adopted SFAS No. 133 on January 1, 2001. This statement
establishes accounting and reporting standards requiring that all derivative
instruments are recorded on the balance sheet as either an asset or a liability,
measured at fair value. The statement requires that changes in the derivative's
fair value be recognized currently in earnings unless specific hedge accounting
criteria are met and such hedge accounting treatment is elected. Because the
Company does not hold any derivatives as defined in SFAS No. 133, its adoption
did not have a material impact on its results of operations or financial
position.

     In August 2001, the Financial  Accounting  Standards  Board issued SFAS No.
144,  "Accounting  for the  Impairment or Disposal of Long-lived  Assets," which
supercedes SFAS No. 121, "Accounting for the Impairment of Long-lived Assets and
Long-lived  Assets to Be Disposed  of." SFAS No. 144 is effective  for financial
statements  issued for fiscal years  beginning  after  December  15,  2001,  and
interim  periods within those fiscal years.  The Company will adopt SFAS No. 144
on January 1, 2002.  Because SFAS No. 144 retains the fundamental  provisions of
SFAS No. 121 for (a) recognition and measurement of the impairment of long-lived
assets  to be held and used  and (b)  measurement  of  long-lived  assets  to be
disposed  of by sale,  the  adoption  of SFAS No. 144 is not  expected to have a
material effect on the Company's results of operations or financial position.




<PAGE>



                               AEROCENTURY IV, INC.
                          Notes to Financial Statements

2.       Aircraft and Aircraft Engines Under Operating Leases

         Aircraft and Aircraft Engines

         At December 31, 2001, the Company owned a Fairchild Metro III aircraft,
serial number AC-647 ("S/N AC-647"), and a Pratt & Whitney JT8D-9A aircraft
engine, serial number 674452B (the "Engine"). In January 2001, the Company sold
its 50% interest in a Shorts SD3-60-100, serial number S/N 3676 ("S/N 3676").
The Company did not purchase any aircraft during 2001.

         Aircraft and Aircraft Engines Leases

         When S/N AC-647 was acquired, it was subject to a 36-month lease,
expiring in April 2001, with a regional carrier in Uruguay. During June 1999,
however, management repossessed the aircraft due to non-payment of rent. In June
2000, S/N AC-647 was re-leased to a U.S. carrier for a two-year term, expiring
in June 2002.

         The Engine is used on a McDonnell Douglas DC-9 aircraft and is subject
to a 60-month lease with the seller, expiring in November 2002. The Engine is
subleased by the seller to a Mexican-based regional carrier.

         At the time of purchase, S/N 3676 (owned 50% by the Company) was
subject to a 48-month lease, expiring in July 2001, with a British regional
airline. During 2000, the lessee filed for reorganization and subsequently
returned the aircraft to the Company. The owners agreed that they would realize
a greater benefit if they sold the aircraft "as is" rather than fund the
maintenance work necessary to return the aircraft to a condition which would
allow it to possibly be re-leased to a new lessee. Therefore, the Company
reduced the carrying value of the aircraft to $170,000 and recognized a
provision for impairment of $245,350 during 2000. The aircraft was sold during
January 2001. At that time, the Company received net proceeds of $167,450 and
recognized a gain of $35,980. During the second quarter of 2001, the lessee paid
all amounts owed to the Company and, since the aircraft had been sold, the
Company recognized an additional gain of $77,020, representing maintenance
reserves retained.

         Detail of Investment

         The following schedule provides an analysis of the Company's investment
in aircraft under operating leases and the related accumulated depreciation for
the years ended December 31, 2001 and 2000:

<TABLE>
<CAPTION>

                                                           Accumulated      Allowance for
                                              Cost        Depreciation       Impairment           Net
                                              ----        ------------       ----------           ---
<S>                                     <C>               <C>              <C>               <C>

Balance, December 31, 1999              $   4,273,460     $    (491,630)    $          -     $   3,781,830

Additions                                      30,370          (236,890)      (1,021,000)       (1,227,520)

Disposals                                  (1,332,180)          267,880                -        (1,064,300)
                                        -------------     -------------    -------------     -------------

Balance, December 31, 2000              $   2,971,650     $    (460,640)    $ (1,021,000)    $   1,490,010

Additions                                           -          (116,210)               -          (116,210)

Disposals                                    (556,800)          141,440          245,350          (170,010)
                                        -------------     -------------    -------------     -------------

Balance, December 31, 2000              $   2,414,850     $    (435,410)    $   (775,650)    $   1,203,790
                                        =============     =============    =============     =============
</TABLE>
<PAGE>


                               AEROCENTURY IV, INC.
                          Notes to Financial Statements

3.       Operating Segments

         The Company operates in one business segment, aircraft leasing, and
therefore does not present separate segment information for lines of business.

         Approximately 39% and 13% of the Company's operating lease revenue was
derived from lessees domiciled in the United States during 2001 and 2000,
respectively. All leases relating to aircraft leased and operated
internationally are denominated and payable in U.S. dollars.

         The table below sets forth geographic information about the Company's
operating leased aircraft equipment grouped by domicile of the lessee:
<TABLE>
<CAPTION>

                                        Operating Lease Revenue            Net Book Value of Operating Leased Assets
                                    For the Year Ended December 31,                      December 31,
         Country                         2001              2000                     2001              2000
         -------                         ----              ----                     ----              ----
<S>      <C>                        <C>              <C>                        <C>              <C>


         United States              $     120,000    $      65,000              $     634,040    $     700,000
         United Kingdom                     8,950          185,270                          -          170,010
         Mexico                           180,000          180,000                    569,750          620,000
         Colombia                               -           73,040                          -                -
                                    -------------    -------------              -------------    -------------
                                    $     308,950    $     503,310              $   1,203,790    $   1,490,010
                                    =============    =============              =============    =============

</TABLE>

         As of December 31, 2001, minimum future lease rent payments receivable
under noncancelable leases were as follows:

                  Year                   Amount
                  ----                   ------
                  2002              $     200,000

4.       Medium-Term Secured Notes

         As mentioned above, the Company raised funds through the Offering from
May 1997 to August 1997. During 1997, the Company accepted subscriptions for
4,869 Notes aggregating $4,869,000 in Gross Offering Proceeds. Pursuant to the
Prospectus, the Company subsequently issued $4,869,000 in Notes due April 30,
2005. The Notes bear interest at an annual rate of 10.00%, which is due and
payable on a quarterly basis, in arrears, on the first business day of February,
May, August and November.

         As described in Note 7 to the financial statements, there is
substantial doubt as to the Company's ability to continue as a going concern.
Therefore, the fair value of the Notes is estimated to be approximately
$2,221,000, which is $2,648,000 less than the carrying value. The fair value of
the notes payable is estimated based upon the net book values of the aircraft
and the current net working capital of the Company.

         The Company used the proceeds from previous asset sales to fund a
principal prepayment totaling $1,000,000 to Noteholders during the first quarter
of 2002.







<PAGE>



                                AEROCENTURY IV, INC.
                          Notes to Financial Statements

4.       Medium-Term Secured Notes (continued)

         The Company did not have sufficient cash balances to fund the required
interest payment of approximately $122,000 on February 1, 2002 and is therefore
in default under the Trust Indenture. The Company has 90 days to cure such
default, but it will not have sufficient cash to do so. Under the Trust
Indenture, the Trustee would then have the right to manage the Company's assets,
all of which are collateral for the notes obligation. Management of the
Company's assets and extinguishment of its liabilities would then become the
responsibility of the Trustee, unless the Trustee assigns such management.
During 2001, the Company paid $100,000 to the Trustee, which amount is estimated
to be the expenses incurred by the Trustee and its counsel in connection with
the prepayment and the default. Based on reports from the Trustee, during
December 2001, the Company expensed $40,000 of the $100,000; the balance is
included in prepaid expenses and will be expensed as incurred during 2002.

5.       Income Taxes

         The items comprising income tax expense are as follows:
<TABLE>
<CAPTION>

                                                                                           2001             2000
                                                                                           ----             ----
<S>      <C>                                                                        <C>              <C>
         Current tax provision
              Federal                                                               $           -    $            -
              State                                                                           800               800
                                                                                    -------------    --------------
              Current tax provision                                                           800               800
                                                                                    -------------    --------------

         Deferred tax provision
              Federal                                                                    (125,760)          (61,840)
              State                                                                          (840)              780
                                                                                    -------------    --------------
              Deferred benefit                                                           (126,600)          (61,060)
              Valuation allowance                                                         126,600           285,780
                                                                                    -------------    --------------
         Total provision for income taxes                                           $         800    $      225,520
                                                                                    =============    ==============

         Total income tax expense differs from the amount which would be
provided by applying the statutory federal income tax rate to pretax earnings as
illustrated below:

                                                                                           2001             2000
                                                                                           ----             ----

         Income tax benefit at statutory federal income tax rate                    $    (130,910)   $     (475,700)
         State taxes net of federal benefit                                                  (490)             (290)
         Other                                                                              5,600                 -
         Basis differences                                                                      -            21,370
         Inter-company tax expense                                                              -           394,360
         Valuation allowance                                                              126,600           285,780
                                                                                    -------------    --------------
         Total provision for income taxes                                           $         800    $      225,520
                                                                                    =============    ==============

</TABLE>



<PAGE>



                               AEROCENTURY IV, INC.
                          Notes to Financial Statements

5.       Income Taxes (continued)

         Temporary differences and carryforwards, which gave rise to a
significant portion of deferred tax assets and liabilities as of December 31,
2001 are as follows:

<TABLE>
<S>      <C>                                                                        <C>
         Deferred tax assets:
              Depreciation of aircraft                                              $      41,590
              Maintenance deposits                                                         28,730
              Net operating losses                                                        339,350
              Other                                                                         2,830
                                                                                    -------------
                                                                                          412,500
                  Valuation allowance                                                    (412,380)
                                                                                    -------------
                  Net deferred tax assets                                                     120
         Deferred tax liability-
              Amortization of organizational costs                                           (120)
                                                                                    -------------

                                                                                    $           -
                                                                                    =============
</TABLE>

         The Company does not anticipate generating adequate future taxable
income to realize the benefits of the remaining deferred tax assets on the
balance sheet. Therefore, the Company has recognized a valuation allowance equal
to the net deferred tax asset.

         As discussed in Note 1, the Company is a subsidiary of JHC. JHC files a
consolidated tax return that includes the Company as a member of the
consolidated group. The current and deferred taxes of the consolidated group are
allocated to members of the group in their separately issued financial
statements. Current and deferred income taxes are allocated to members of the
group by applying FAS 109 as if it were a separate taxpayer. In addition, the
members of the group record inter-company receivables and payables to reflect
the tax benefits of net operating losses used in the consolidated tax return.
However, under the terms of the tax sharing arrangement with other members of
the consolidated group, the Company does not expect its inter-company receivable
to be collected because it does not expect to generate adequate future taxable
income. The Company's current net operating losses of $995,640 may be carried
forward for twenty years and begin to expire in 2020.

6.       Related Party Transactions

         The Company's Income Producing Asset portfolio is managed and
administered under the terms of a management agreement with JMC. Under this
agreement, on the last day of each calendar quarter, JMC receives a quarterly
management fee equal to 0.5% of the Company's Aggregate Gross Proceeds received
through the last day of such quarter. In 2001 and 2000, the Company accrued a
total of $97,380 and $97,380, respectively, in management fees to JMC.

         JMC may receive an acquisition fee for locating assets for the Company
and a remarketing fee in connection with the sale of the Company's assets,
provided that such fees are not more than the customary and usual fees that
would be paid to an unaffiliated party for such a transaction. The total of the
Aggregate Purchase Price plus the acquisition fee cannot exceed the fair market
value of the asset based on appraisal. JMC may also receive reimbursement of
Chargeable Acquisition Expenses incurred in connection with a transaction which
are payable to third parties. During 2001 and 2000, no acquisition fees or
reimbursements for Chargeable Acquisition Expenses were paid as the Company did
not acquire additional assets. During 2001, remarketing fees of $2,550 were paid
to JMC in connection with the sale of aircraft. During 2000, remarketing fees of
$9,290 were accrued to JMC in connection with the sale of aircaft.


<PAGE>



                               AEROCENTURY IV, INC.
                          Notes to Financial Statements

6.       Related Party Transactions (continued)

         As discussed in Note 1, the Company reimbursed JHC for certain costs
incurred in connection with the organization of the Company and the Offering.
The Company made no such payments during 2001 and 2000.

7.       Going Concern

         As indicated in the accompanying financial statements, as of December
31, 2001, the Company's total liabilities exceeded its total assets by
$2,326,800.

         The Company sold several of its aircraft during 2000 and 2001; such
sales were earlier than anticipated, as the aircraft were returned upon defaults
by their respective lessees. As a result, the proceeds received from the sales
were less than was expected and insufficient to purchase additional Income
Producing Assets. Since the Trust Indenture precludes the Company from using
sales proceeds to fund interest payments, after consultation with, and with the
consent of, the Trustee, on December 15, 2001, the Company's Board of Directors
approved a resolution authorizing a prepayment of $1,000,000 of principal to the
Noteholders during the first quarter of 2002. The Company made such prepayment
during February 2002.

         The Company did not have sufficient cash balances to fund the required
interest payment of approximately $122,000 on February 1, 2002 and is therefore
in default under the Trust Indenture. The Company has 90 days to cure such
default, but it does not anticipate having sufficient cash to do so. Therefore,
in May 2002, the Trustee will declare an "Event of Default" under the Trust
Indenture. Under the Trust Indenture, the Trustee will then have the right to
manage the Company's assets, all of which are collateral for the notes
obligation, and extinguishment of the Company's liabilities. The Trustee may
assign such management to the Company or another party.

         During 2001, the Company prepaid $100,000 to the Trustee, which amount
is estimated to be the expenses incurred by the Trustee and its counsel in
connection with the prepayment and the default. Based on reports from the
Trustee, during December 2001, the Company expensed $40,000 of the $100,000; the
balance is included in prepaid expenses and will be expensed as incurred during
2002.

         These factors create a substantial uncertainty about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern. Since the Company has not yet elected liquidation, and there
has not yet been a change in management, liquidation accounting has not been
applied to these financial statements.

8.       Subsequent Events

         After consultation, and with the consent of the Trustee, on February
19, 2002, the Company made a prepayment of $1,000,000 of principal to the
Noteholders. After such prepayment, the Company has an aggregate of $3,869,000
of principal outstanding on the Notes.

         As discussed in Note 7, it is anticipated that during May 2002, there
will be an Event of Default under the Trust Indenture. The Trustee would then
have control over the Company's assets, all of which are collateral for the
notes obligation. The Trustee could take title to, and possession of, the
Company's assets on behalf of the Noteholders; or the Company and the Trustee
could enter into a "going-forward" agreement, whereunder the Company would
retain legal title to the assets that are collateral for the Noteholder
obligations, but would give the Trustee the sole power to manage the assets. In
either case, the Trustee would have the ultimate discretion as to the timing of
the disposition of each asset. The Trustee could choose to sell an asset to a
third party and immediately distribute the proceeds of such sale to the
Noteholders. In order to achieve an immediate liquidation of the asset, however,
the Company may have to accept a price that is substantially less than the net
book value of the asset or lower than it would receive in a normal market sale.
Alternatively, the Trustee could decide to continue to hold an asset for the
benefit of Noteholders and collect rent for such asset until the underlying user
lease expires, or until the Trustee determines that the asset can be sold at an
acceptable price.






Item 8.           Changes in and Disagreements With Accountants
                  on Accounting and Financial Disclosure.

None.


                                    PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance With Section 16(a) of the Exchange Act.

General

Pursuant to a Management Agreement between the Company and JMC, JMC is
responsible for most management decisions, has responsibility for supervising
the Company's day-to-day operations, including compliance with legal and
regulatory requirements, and is responsible for cash management and
communications between the Company and the holders of Notes. The Management
Agreement authorizes JMC, in its sole discretion, to acquire, hold title to,
sell, lease, re-lease or otherwise dispose of Income Producing Assets or any
interest therein, on behalf of the Company when and upon such terms as JMC
determines to be in the best interests of the Company, subject to certain
limitations set forth in the Prospectus.

Directors and Officers

The directors, executive officers and key employees of the Company and JMC, each
of whom serves until his successor is elected and qualified, are as follows:

     Name                                 Position Held

Neal D. Crispin         President, Chairman of the Board of Directors and Chief
                        Financial Officer of the Company

Marc J. Anderson        Senior Vice President of the Company

Neal D. Crispin,  age 56. Mr.  Crispin is Chairman of the Board of Directors and
President of the Company.  He is also  President and a Director of ACY, JHC, JMC
and CMA Consolidated,  Inc.  ("CMA").  Prior to forming CMA in 1983, Mr. Crispin
was vice  president-finance of an oil and gas company.  Previously,  Mr. Crispin
was a manager with Arthur Young & Co., Certified Public Accountants. Mr. Crispin
is the husband of Toni M. Perazzo,  a Director and Officer of JHC, JMC, and ACY.
He received a Bachelors degree in Economics from the University of California at
Santa Barbara and a Masters degree in Business  Administration  (specializing in
Finance) from the University of California at Berkeley. Mr. Crispin, a certified
public  accountant,  is a member of the American  Institute of Certified  Public
Accountants and the California Society of Certified Public Accountants.

Marc J. Anderson, age 65. Mr. Anderson is the Company's Senior Vice President
and is also Senior Vice President of JHC, JMC and ACY and a Director of ACY.
Prior to joining JMC in 1994, Mr. Anderson was an aviation consultant (1992 to
1994) and prior to that spent seven years (1985 to 1992) as Senior Vice
President-Marketing for PLM International, a transportation equipment leasing
company. He was responsible for the acquisition, modification, leasing and
remarketing of all aircraft. Prior to PLM, Mr. Anderson served as
Director-Contracts for Fairchild Aircraft Corp., Director of Aircraft Sales for
Fairchild SAAB Joint Venture, and Vice President, Contracts for SHORTS Aircraft
USA, Inc. Prior to that, Mr. Anderson was employed by several airlines in
various roles of increasing responsibility beginning in 1959.

Item 10.          Executive Compensation.

The Company's Income Producing Asset portfolio is managed and administered under
the terms of a management agreement with JMC. Under this agreement, on the last
day of each calendar quarter, JMC receives a quarterly management fee equal to
0.5% of the Company's Aggregate Gross Proceeds received through the last day of
such quarter. In 2001 and 2000, the Company accrued a total of $97,380 and
$97,380, respectively, in management fees to JMC.

JMC may receive an acquisition fee for locating assets for the Company and a
remarketing fee in connection with the sale of the Company's assets, provided
that such fees are not more than the customary and usual fees that would be paid
to an unaffiliated party for such a transaction. The total of the Aggregate
Purchase Price plus the acquisition fee cannot exceed the fair market value of
the asset based on appraisal. JMC may also receive reimbursement of Chargeable
Acquisition Expenses incurred in connection with a transaction which are payable
to third parties. During 2001 and 2000, no acquisition fees or reimbursements
for Chargeable Acquisition Expenses were paid as the Company did not acquire
additional assets. During 2001, remarketing fees of $2,550 were paid to JMC in
connection with the sale of aircraft. During 2000, remarketing fees of $9,290
were accrued to JMC in connection with the sale of aircaft.

As discussed in Note 1, the Company reimbursed JHC for certain costs incurred in
connection with the organization of the Company and the Offering. The Company
made no such payments during 2001 and 2000.

Item 11.          Security Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters.

No person is known to the Company to be the beneficial owner of more than 5% of
the Units. No officer or director of JHC or JMC or any of its related parties
beneficially owns any Units.

JHC owns 100% of the issued and outstanding common stock of the Company. Mr.
Crispin, President of JHC, and Toni M. Perazzo, Vice President-Finance of JHC,
collectively own the majority of the issued and outstanding common stock of JHC,
including shares owned by CMA Consolidated, an affiliated company controlled by
Mr. Crispin. Marc J. Anderson, Senior Vice President of JMC owns approximately
1% of JHC's common stock.

Item 12.          Certain Relationships and Related Transactions.

See Item 10, above.

Item 13.          Exhibits and Reports on Form 8-K.

         (a)      Exhibits

                  None.

         (b)      Reports on Form 8-K Filed in Last Quarter

                  Report on Form 8-K filed with the Securities and Exchange
                  Commission on October 1, 2001.


<PAGE>



                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this Report on Form 10-KSB to be signed on its behalf by the undersigned,
thereunto duly authorized on March 28, 2002.

                                            AEROCENTURY IV, INC.


                                     By:    /s/ Neal D. Crispin
                                            -------------------------------
                                            Neal D. Crispin

                                     Title: President