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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-KSB
(Mark One)
  [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

     For the fiscal year ended       October 31, 2001
                                     ----------------

  [ ]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         000-27011
                                               ----------

                          Alpine Air Express, Inc.
                   -----------------------------------
              (Exact name of registrant as specified in charter)

        Delaware                                          33-0619518
------------------------------                 -------------------------
State or other jurisdiction of                 (I.R.S. Employer I.D. No.)
incorporation or organization

1177 Alpine Air Way, Provo, Utah                           84601
-------------------------------------------              ----------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code (801) 373-1508
                                               ---------------
Securities registered pursuant to section 12(b) of the Act:

Title of each class                 Name of each exchange on which registered
        None                                             N/A
------------------                  -----------------------------------------

Securities registered pursuant to section 12(g) of the Act:
                              Common Stock
                             ---------------
                             (Title of class)

  Check whether the Issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act 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.
(1)  Yes [X]  No [ ]  (2)  Yes[X]  No  [ ]

  Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, 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]



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  State issuer's revenues for its most recent fiscal year: $17,438,985
                                                            ----------
  State the aggregate market value of the voting stock held by nonaffiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: $10,543,611 as of January 22, 2002.

  As of January 22, 2001, the Registrant had 11,000,000 shares of common stock
issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and
the part of the form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated:  (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of 1933:  NONE


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                                    PART I

                      ITEM 1. DESCRIPTION OF BUSINESS

Background
----------

     Alpine Air Express, Inc., a Delaware corporation, is engaged in the air
cargo business through its wholly owned subsidiary Alpine Aviation, Inc., a
Utah Corporation.  Alpine Aviation, Inc. was organized on October 7, 1975, in
the state of Utah. Alpine Aviation has been operated by the same management
since 1986. Alpine Aviation is an air cargo operator, transporting mail
packages and other time-sensitive cargo between 17 cities in the western
portion of the United States.  Alpine Aviation began its operations in the
1970's with the intent of being a regional charter and cargo carrier.  After
present management acquired control in 1986, Alpine Aviation began to focus
less on the charter or passenger services and more on the cargo aspects of the
airline industry.  Throughout most of the 1990's, Alpine Aviation has focused
more and more on hauling mail for the United States Postal Service because of
their favorable contracts, routes and payment practices.  As a result of this
focus, approximately 86% of Alpine Aviation's revenues now come from the
Postal Service.

     Alpine Air Express was formed in April 1994 under the name Riverside
Ventures, Inc.  Prior to the acquisition of Alpine Aviation, Inc. in June
2000, Alpine Air Express had no business operations and was actively looking
for a business with which to merge or acquire in an effort to create an
operation that would provide value to our shareholders.

     On June 12, 2000, Alpine Air Express, at the time called Riverside
Ventures, Inc., entered into an agreement and plan of reorganization with
Alpine Aviation, Inc., the Utah corporation, pursuant to which Alpine Air
Express acquired all of the outstanding shares of Alpine Aviation.  Pursuant
to the terms of the reorganization, Alpine Air Express issued 9,895,000 shares
of Alpine Air Express common stock to the shareholders of Alpine Aviation for
all of the issued and outstanding shares of Alpine Aviation.  As a result of
the reorganization, Alpine Aviation became a wholly owned subsidiary of Alpine
Air Express.  At the time of the reorganization, Alpine Air Express had
1,000,000 shares of common stock outstanding.  Following the reorganization,
Alpine Air Express had 10,895,000 shares outstanding composed of the 1,000,000
shares outstanding prior to the issuance of shares for Alpine Aviation and the
9,895,000 newly issued shares to Alpine Aviation shareholders.  Subsequently,
an additional 105,000 shares were issued bringing the total outstanding shares
to 11,000,000.  As a result of the reorganization, the management of Alpine
Aviation assumed control over Riverside Ventures and changed the name from
Riverside Ventures to the current name of Alpine Air Express.  The
reorganization has been treated as a "reverse merger" with Alpine Aviation as
the surviving entity for accounting purposes and Alpine Air Express the
surviving entity for corporate purposes.  Collectively, we refer to the
combined entity of Alpine Air Express and Alpine Aviation as "Alpine."

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Routes and Delivery
-------------------

     Alpine currently has 15 routes covering 17 western cities in 8 states.
Most routes are flown every day and some multiple times per day.  In fiscal
2001, Alpine transported 9,638 tons of cargo.  The largest component of
Alpine's cargo mix is U.S. mail, which accounted for approximately 86% of our
fiscal 2001 revenue.  Alpine has consistently garnered awards from the U.S.
Postal service for timeliness ranking in the top 10% for on time performance
among contract carriers for the Postal Service.  The Postal Service delivers
and picks up all cargo we carry at the aircraft, unless separate arrangements
have been made.  The Post Office delivery and pick up at aircraft side enables
us to reduce our costs.

     Alpine leases 23 aircraft which are smaller turbo-prop aircraft.
Currently, the largest aircraft in our fleet are six Beechcraft 1900 which
hold 5,400 pounds of cargo.  The majority of our aircraft are Beechcraft 99
which hold 3,400 pounds of cargo.  All of our aircraft are leased from CLB
Corporation and Mallette Family, LLC.  Both companies are controlled by Eugene
Mallette, our CEO and largest shareholder.

Expansion Strategy
------------------

     Our current routes could support additional and larger aircraft.  To this
end, we have leased six Beechcraft 1900's from Mallette Family, LLC to add to
our fleet.  We also have the right to purchase up to nine additional
Beechcraft 1900's.  Although formal agreements have not been signed, each
Beechcraft 1900 will cost approximately two million dollars ($2,000,000) per
aircraft payable at delivery.

     The nine Beechcraft 1900's aircraft can be delivered throughout 2002, as
need requires.  We have no obligation to purchase these aircraft and if the
mail or cargo business remains flat due to the recession we could elect not to
purchase these aircraft.  Alpine is hopeful that it will be able to sell our
equity in the future to buy the remaining nine aircraft, as well as the six
already purchased by Mallette Family, LLC.  At this time, the exact nature of
any capital raising is in preliminary discussions and the form of such capital
raising has not been decided.

     The Beechcraft 1900 is typically configured for 5,400 pounds and 611
cubic feet of cargo capacity.  The Beechcraft 1900 is an all-weather aircraft
powered by twin, PT-6 Pratt & Whitney turbo props.  It has a range of about
800 statute miles and enjoys a sound reputation for safety.  Acquisition of
the Beechcraft 1900, will allow Alpine to bid on additional Postal Service
routes and also try to receive contracts from integrated carriers like FedEx
and Emery. The additional advantages of the Beechcraft 1900 include; allowing
us to carry more freight on routes and increasing our economies of scale since
the Beechcraft 1900, except for the lease cost, does not cost much more to
operate than our current aircraft.

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     Under the terms of our lease with CLB Corporation, we have a month to
month lease on the aircraft and the lease is based on a lease rate of $15,000
per month for our Beachcraft 99 cargo aircraft, and $75.00 per flying hour for
engine reserves.  We are also responsible for cost associated with the normal
maintenance on the aircraft, fuel, oil, hangar, landing fees and insurance.
The Beachcraft 1900's has approximately the same lease terms, but the monthly
lease rate is $35,000 and $150 per flight hour for engine reserves.

    Alpine has received an option to purchase CLB Corporation, which owns 15
of our Beechcraft 99 aircraft.  Under the terms of the option, Alpine can
acquire CLB Corporation for shares of its common stock with each share
assigned a $3.40 value.  The purchase price of CLB is $17,000,000.  Since CLB
Corporation is controlled by Mr. Mallette any purchase would be recorded on a
historic or predecessor cost basis so that Alpine would not be able to record
the appreciation in the aircraft since Mr. Mallette originally acquired them.
The option to acquire CLB Corporation is for a period of two years, expiring
August 2002, and cannot be exercised unless shares of Alpine's common stock
are trading at a price in excess of $3.40 and Alpine has already acquired the
five Beechcraft 1900's owned by Mallette Family, LLC.

    Alpine has obtained an option to acquire five Beechcraft 1900's owned by
Mallette Family, LLC.  The option term is for the length of time Mallette
Family, LLC owes Alpine funds under a $2,000,000 loan, which is due and
payable on December 28, 2003, unless repaid sooner.  The option price is the
fair market value of the aircraft on the date of purchase by Alpine.  Since
these aircraft would be acquired from a related party, Alpine would only
record the cost of the aircraft to Mallette Family, LLC.

    Alpine is also seeking potential acquisitions in the western portion of
the United States which would add aircraft, additional contracts and
additional maintenance facilities at a location which would be able to serve
our routes.  Presently, Alpine does not have any agreements to acquire any
other cargo companies.  Alpine has conducted discussions with some of our
competitors to see if any are interested in being acquired by Alpine.  So far,
all talks are in the early/development stages.

Industry overview
-----------------

     The package delivery or cargo business has evolved rapidly over the last
two decades, driven by the integration of world markets, the rationalization
of corporate supply chains and the implementation of enterprise software and
internet-based information technology solutions. The ability to provide
time-definite delivery options and transfer information increasingly
determines success. Customer demands for real-time information processing and
worldwide distribution and logistics capabilities favor larger companies with
integrated services.

     Customers increasingly focus on the timing and predictability of
deliveries rather than the mode of transportation. As customers re-engineer
the total distribution process, which includes order processing,
administration, warehousing, transportation and inventory management, they

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attempt to reduce the most expensive and fastest growing component, inventory
carrying costs. Time-definite transportation, which is no longer limited to
air express, has become a critical part of just-in-time inventory management
and improving overall distribution efficiency.

     Technology advances have made it easier for companies to analyze and
compare distribution options.  As a result of these changes, individual
shipments are generally smaller but more frequent and a greater proportion of
products is being delivered directly to end-users, particularly as e-commerce
takes hold. Customers expect high performance levels and broad product
offerings as they seek to optimize supply chain solutions.

    There has been dramatic growth in the utilization of e-commerce by both
consumers and businesses for the transfer of goods. Consumers who use the
internet for home shopping and other services shop across borders and require
global delivery capabilities.

     Delivery of packages to a specific destination at a guaranteed time has
been the growth engine for the package delivery industry over the past decade.
The industry has become increasingly dominated by large integrated carriers
such as FedEx and UPS that provide seamless services, including pick-up and
delivery, shipment via air and/or road transport and customs clearance. The
pace of consolidation in the package delivery industry has increased on a
global scale.

     Industry participants are acquiring, merging with or forming alliances
with partners that can expand global reach, breadth of services or
technological capabilities in order to better enable those participants to
compete in a rapidly changing global environment. In particular,
government-run post offices have made several recent alliances with and
acquisitions of private-sector companies. Post offices, which still maintain
numerous advantages over private-sector companies, create significant
challenges for competitors worldwide.

     With the growth in cargo and e-commerce taking a greater hold, we feel
the need for companies like Alpine will only continue to expand.  We offer the
ability to deliver mail and cargo to smaller markets without the associated
capital cost.

Employees
---------

     The Company has 73 employees, 43 of which are full time, including 11 in
administration and 43 in flight operations which includes 21 pilots.  No
employees belong to any labor union or have employment contracts.

                     ITEM 2. DESCRIPTION OF PROPERTIES

     In August 2001, we moved to new facilities in Provo, Utah.  The new
facility is on leased property at the Provo Municipal Airport under a lease
that will expire in 2040, based on a thirty year lease with two five year
options.  Under the terms of the ground lease Alpine will pay a monthly lease
rate of approximately $520.  Our new hangar is approximately 25,000 square
feet with attached corporate offices.  The hangar and offices have been paid
for at a cost of approximately $1,200,000.

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     We also lease a 10,403 square foot hangar in Billings, Montana at the
Logan International Airport at a lease rate of $16,325 per year.  This lease
is renewed on an annual basis every October.

     We carry extensive insurance coverage on all facilities as well as
aircraft.  Management believes our insurance coverage is adequate to cover any
damage to our facilities or aircraft and any resulting liabilities.

                        ITEM 3. LEGAL PROCEEDINGS

     The United States Department of Justice filed a lawsuit against Alpine
Aviation, Inc., a wholly owned subsidiary of Alpine Air Express, Inc.  The
complaint alleges that Alpine Aviation, Inc. overcharged the government for 58
Essential Air Service contract flights to Moab, Utah and Ely, Nevada during a
period from about 1993 to 1998 in violation of the False Claims Act, 31 U.S.C.
Section 3729-3733. The complaint seeks damages of $5,000 to $10,000 per each
of the 58 alleged overcharges and $200,000 in other damages. Alpine Aviation,
Inc. denies the allegations in the complaint and will vigorously defend the
lawsuit.  Alpine Aviation, Inc. plans to file a counterclaim on the grounds
that the Department of Transportation wrongfully withheld sums of money from
Alpine Aviation, Inc. which were due Alpine Aviation under the terms of its
Essential Air Service contracts.  The Essential Air Service contracts were for
the transportation of passengers.

     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

     No matters were submitted to a vote of shareholders of Alpine during the
fourth quarter of the fiscal year ended October 31, 2001.

                                PART II

     ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Alpine's Common Stock is quoted on the National Association of Securities
Dealers Electronic Bulletin Board under the symbol "ALPE."  Set forth below
are the high and low bid prices for Alpine's Common Stock for each quarter
since trading began in August 2001.  All prices listed herein reflect inter-
dealer prices, without retail mark-up, mark-down or commissions and may not
represent actual transactions.

Quarter Ended                 High Bid          Low Bid
-------------                 --------          -------

October 31, 2001                $8.50             $7.00

     At January 22, 2002, the high and low bid and asked price for the common
stock was $8.50 and $8.00, respectively.

     Since its inception, Alpine has paid no dividends on our common stock,
and Alpine anticipates it will not pay dividends in the foreseeable future.

      As of January 22, 2002, there were 11,000,000 shares of common stock
outstanding held by approximately 379 active holders of record, including
broker-dealers and clearing corporations holding shares on behalf of their
customers, as reported by the Company's transfer agent.

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     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General
-------

     Since the early 90's, Alpine has been profitable with consistent revenue.
Net income has ranged from a low in 1995 of $96,981 from revenue of $7,050,026
to net income of $1,841,668 in 2001 from revenue of $17,468,222.  We believe
this increase in revenue and more importantly net income is the result of
focusing on our primary customer, the Postal Service.  The focus on the Postal
Service comes after pursuing various avenues in the aviation industry.  We
have tried to be a charter carrier, passenger carrier and support integrated
cargo carriers.  We discovered in each of these avenues that a small carrier
such as Alpine has little negotiation capabilities and is at the discretion of
the larger carriers and customers as to terms of payment.  This placed
substantial burden on our ability to meet our own financial needs, much less
grow.  Although these other markets could be profitable, certain dynamics such
as size and steady cash flow had to be achieved before entering them.
After analyzing the various options available, we determined that until a
certain size was reached, we should focus on government contracts,
specifically the Postal Service.

     The Postal Service offered us the ability to have a consistent, reliable
source of revenue and immediate payments helping to solve cash flow problems
we previously faced.   The Postal Service also had need for a carrier who
could expand in the western portion of the United States and would meet
certain customer service goals such as on-time performance, which is critical
to the Postal Service.

     While we will continue to focus on maintaining our Postal Service
contracts and feel confident we will be able to acquire additional Postal
Service routes, there is always the possibility of another carrier entering
our market area and taking some of these routes.  We saw this, somewhat, with
the Postal Service entering into a contract with FedEx in 2001 resulting in
the loss of certain routes.  There is no indication of any other parties
entering our market.   We believe our relationship with the Postal Service is
strong.

     Since we now have the established revenue flow from our Postal Service
routes, we would like to pursue some of the cargo business we were not able
to handle before, including providing carrier services to integrated carriers
such as FedEx and Emery.  Many of these integrated carriers use local airlines
to carry the integrated carriers' cargo between smaller markets in which
economics do not make sense to devote manpower and aircraft.  These routes,
however, are profitable to a carrier with the right structure.  We have proven
the profitability of servicing these smaller markets through our work with the
Postal Service and now feel we can grow our business by offering the same
quality service to the integrated carriers, freight forwarding companies and
non-integrated domestic, international and regional cargo companies.  We
anticipate it will take time to develop material contracts with integrated
carriers and freight forwarders.  Most of these companies already have
existing relationships with air cargo companies.

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     Presently, there are no real barriers, contractually or otherwise, to
prevent us from expanding service beyond the Postal Service to FedEx, Emergy
or any other carrier.  Some integrated carriers limit or prohibit other cargo
from being carried on one of their designated flights.  Alpine's discussions
with these carriers indicate a willingness to either waive this requirement
for our small markets or guarantee a certain payment per flight.  If a
guaranteed payment is offered, Alpine would simply add another flight to a
particular city to pick up the postal service mail.

Plan of Operation
-----------------

     We have been successful in steadily increasing revenue through our
relationship and focus on the Postal Service.  We feel our relationship with
the Postal Service should allow us to maintain our current level of revenues
and continue to grow by adding additional Postal Service routes. We have now
reached a point where our infrastructure of aircraft, facilities and personnel
allow us to expand beyond the base customer of the Postal Service and focus on
additional cargo business.

     In 2001, we began leases on six additional aircraft, all Beechcraft
1900s, with the final aircraft coming on-line in December 2001.  These
aircraft allow us to carry larger cargo loads and to fly greater distances.
We do intend to acquire, through lease or purchase, additional aircraft as our
need for cargo capacity increases.  With the recession in 2001 and the events
of September 11, 2001, uncertainties have been created and we are waiting to
see the final affect on Alpine.  We believe our relationship with the Postal
Service will continue providing a solid base.  We are hopeful that our all
cargo model and reliability will allow us to not only pick up additional
Postal Service contracts but also freight forwarder contracts that previously
went to passenger airlines and other cargo handlers.  To date, the
sluggishness of the economy has kept the demand for cargo and freight hauling
down which has lead to flat sales.  We are hopeful as the economy recovers our
revenue should increase and the future direction of the airline cargo industry
after September 11, 2001, will manifest itself in more definite terms and
direction.  Until then, we feel comfortable with our ability to continue to
generate revenue and net profits.

     We are situated to expand capacity in the upcoming months through our
arrangement with Raytheon to purchase up to nine additional Beechcraft 1900s.
Future purchase of aircraft will be dictated by increasing demand for
additional capacity.  We anticipate using existing cash flow and potentially
selling equity in Alpine to make up any other sums needed.  Presently,
management has not made a decision on how to purchase these aircraft.

     Alpine has obtained an option to acquire CLB Corporation and its
aircraft.  The option expires in August 2002.  The agreement with CLB
Corporation provides for the purchase of CLB Corporation with shares of
Alpine's common stock.  Each share of Alpine's common stock would be valued,
solely for purposes of this transaction, at $3.40 per share and with the
purchase price for CLB being $17,000,000.  The option cannot be exercised
until Alpine acquires five Beechcraft 1900's currently owned by Mallette
Family, LLC.  The purchase of the Beechcraft 1900's would be a cash purchase
from Mallette Family, LLC of approximately $2,100,000 per Beechcraft 1900
which is the purchase cost by Mallette Family, LLC of the Beechcraft 1900's
plus refitting cost incurred by Mallette Family, LLC for each aircraft.

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Liquidity and Capital Resources
-------------------------------

October 31, 2001 and 2000
-------------------------

     In 2001, Alpine expanded its cargo hauling capacity by leasing six new
aircraft, all Beechcraft 1900s.  We also completed our new facility in Provo,
Utah which will serve as our corporate offices and main maintenance and hanger
facility.  In addition to the capital used to fund the new aircraft and
facility, our expansion efforts resulted in higher expenses reducing net
income for the year ended October 31, 2001.  As a result of the expansion
efforts, current assets decreased to $5,525,052 from $7,982,737 on October 31,
2001.  Working capital on October 31, 2001, remained strong, at $5,071,040
although down from the $6,541,893 surplus at October 31, 2000.  Part of the
reduction in current assets reflect the loan to a related party of $2,622,870
to help it purchase the Beechcraft 1900 aircraft which we lease.

     Overall assets increased in 2001 with total assets reaching $10,058,947
on October 31, 2001, up from $9,517,428 on October 31, 2000.  This increase in
assets reflects an increase in property plant and equipment of $1,346,545 to
$1,517,306 on October 31, 2001.  The increase in property, plant and equipment
reflects the completion of our new facility in Provo, Utah.

     With a working capital surplus of $5,071,040 we are positioned to
continue our expansion efforts in the upcoming year. We anticipate this
expansion effort to focus on the acquisition of assets which will allow Alpine
to expand its cargo hauling capacity. This may take the form of additional
aircraft or other companies.  To date, management is analyzing the effects of
the recession and September 11, 2001, to make a decision on how to best expand
Alpine.  We do not anticipate any problems with liquidity in the upcoming
year.  We are hopeful, revenues will exceed the previous years, resulting in
additional cash to fund operations and expansion.

Results of Operation
--------------------

October 31, 2001 and 2000
-------------------------

       Revenue for the fiscal year ended October 31, 2001, remained strong
with $17,438,985 in revenue.  This was a slight decrease from 2000 when
revenue for the same period was $17,468,222.  Several items contributed to
revenue remaining essentially flat compared to year over year increase
previously experienced.  The events of September 11, 2001, resulted in the
termination of all flights for a period and the reassignment of certain routes
as the Postal Service worked to keep its operations moving.  Alpine lost
approximately $1,000,000 in revenue related to these events and subsequent

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route changes.  Mail volume since September 11, 2001, has been reduced.  Even
prior to September 11, 2001, the general state of the economy was causing
cargo volume to be lower than in prior years.  Additionally, the Postal
Service entered into an arrangement with FedEx to haul mail resulting in some
lost routes and the addition of other routes as the Postal Service network was
realigned with the FedEx contract.  Typically as new routes begin it takes a
certain time period for the cargo loads to reach capacity.  Alpine has
experienced initial reduction in capacity on new routes; although all new
routes are increasing in cargo and becoming good revenue generating routes.

     The combination of the above factors resulted in income staying
relatively unchanged from 2000.  We feel that revenue should increase in the
upcoming year if the economy starts to recover and no more events such as
those on September 11, 2001, occur.  Overall, with the state of the economy
and the terrorist attacks, Alpine management was pleased with our revenue for
2001.

     Net income for the year ended October 31, 2001, was $1,841,668 which was
a reduction from the $2,690,397 for the same period in 2000.  In addition to
the loss in revenue due to the events of September 11, 2001, this reduction
was the result of the expansion efforts during 2001 with higher cost related
to the new aircraft and the support for these aircraft.  As the utilization of
the new aircraft increases, we anticipate costs to stabilize and to be able to
produce a better gross margin.  Overall direct costs related to operating cost
increased to $12,086,843 for the year ended October 31, 2001, compared to
$8,891,180 for the same period in 2000.  These costs increased by
approximately thirty six percent because of our efforts to position Alpine for
future expansion, particularly with the leasing of the six Beechcraft 1900's.
The addition of the Beechcraft 1900 required we invest to train our flight
personnel which cost approximately $100,000.  We also had to add maintenance
personnel which caused our maintenance labor to increase by fifty percent.
Operation labor also increased fifteen percent to help support the  Beechcraft
1900's.  The lease on the Beechcraft is also $35,000 per month compared with
the $15,000 per month for the Beechcraft 99's we were primarily using.  The
additional lease costs resulted in a forty eight percent increase in our lease
cost.   Maintenance costs for parts also increased by forty five percent as we
had to prepare for the new aircraft as well as fix mechanical problems which
are typical in introducing any new or retrofitted aircraft into a fleet.

     This overall increase in cost was expected and we had planned for this
eventuality.  Management felt we had to absorb these setup costs related to
the Beechcraft 1900's in an effort to be able to expand our cargo hauling
capacity and to be able to bid on new routes and contracts that required a
bigger, longer haul aircraft such as the Beechcraft 1900.  As capacity
increases on some new routes and we are able to bid on the longer haul routes,
which often require larger cargo capacity, we should see revenues increase and
costs become more aligned with our historical profit margins.  Overall
management feels total operating costs, as a percentage of revenue, is in line
to provide strong profit margins as our revenue increases.  These projections
are based on a belief we will receive new routes and contracts to better
utilize the Beechcraft 1900's.  If we do not receive the additional business,
we would have to reevaluate the use of the Beechcraft 1900's.

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<PAGE> 12

     As we sold our fixed based operation in 2000 our public services direct
costs were reduced to $1,832,710 from $1,978,848.  General and administrative
cost increased slightly as we moved into our new facility and hired additional
personnel to support our expanding operations.  Overall general and
administrative expenses increased to $1,137,070 which we feel is good for an
air cargo company our size.  For our current operations, we feel cost will
remain similar and are hopeful as the new routes become more established,
revenue should increase.   Future results may very depending on the state of
the economy and potential expansion activities which could affect anticipated
results.


                     ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of the Company are set forth immediately
following the signature page to this Form 10-KSB.


         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                 ACCOUNTING AND FINANCIAL DISCLOSURE


     The Company has had no disagreements with its certified public
accountants with respect to accounting practices or procedures or financial
disclosure.

                                PART III

     ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers
--------------------------------

     The members of the Board of Directors of Alpine serve until the next
annual meeting of stockholders, or until their successors have been elected.
The officers serve at the pleasure of the Board of Directors.  The following
are the directors and executive officers of Alpine.

Name                     Age         Position            Held Position Since
----                      --         --------            -------------------
Eugene R. Mallette        52         Chairman and CEO           1986
Bill Distefano            54         President and Director     1992
Leslie Hill               47         Chief Financial Officer    2000
Max A. Hansen             52         Secretary/Treasurer
                                     and Director               1986
Richard A. Rowack         53         Director                   2000

     Mr. Mallette began his career with Alpine in 1979 as its Sales Manager,
then became General Manager later in 1979.  He became Chief Executive Officer
and Director upon acquiring Alpine in 1986.  Prior to his employment by
Alpine, he was employed by the State of Montana as a staff auditor.  He
received a B.A. in Business Administration from Carroll College in 1971.
Mr. Mallette holds a private pilot's license and maintains his proficiency.
He devotes time to civic and charitable causes and was previously Chairman of
the Better Business Bureau of Utah County and Vice-President of the Provo
Chamber of Commerce.

<PAGE>
<PAGE> 13

     Bill Distefano has been Director of Maintenance for Alpine since 1972.
He became a director in 1986 and president in 1992.  He holds an Aircraft and
Engine Repair Certificate and an Airframe Inspector certificate from the FAA.

     Leslie Hill has been our accountant since 1998 and named Chief Financial
Officer in 2000.  Prior to 1998, Ms. Hill was employed by Sendsations Card
Company as controller.  She received a Bachelor of Science degree from Brigham
Young University in 1991.  In 1999, Ms. Hill received the "Outstanding
Achievement Award" from the Dale Carnegie Foundation in Salt Lake City, Utah.

     Max Hansen has been a director since 1986.  He has been practicing law
since 1976 and has had his own firm, Max A. Hansen & Associates, P.C. since
1980.  Mr. Hansen provides legal services to Alpine.  From 1988 to 1989, he
was President of the Montana Bar Association and is currently a member of the
American Bar Association House of Delegates. From 1982 to 1987 he was also
Chairman of the Police Commission of Dillon, Montana.  He was an instructor at
Western Montana College of Law from 1980 to 1987.  Mr. Hansen has received
distinguished service awards from the Montana State Bar Association and the
Montana Supreme Court.  He received a JD degree from the University of San
Diego in 1976, where he was a member of the law review.  He received a BA in
Political Science from Carroll College in 1971.

     Richard A. Rowack was named a director of Alpine in 2000.  Mr. Rowack has
been employed by Republic Financial Corporation since 1988 working in their
international commercial aircraft group.  Republic Financial Corporation is
focused on the acquisitions, sales and leasing of commercial, transport
category passenger and cargo aircraft.  Mr. Rowack graduated from the
University of Colorado in 1973 with a degree in Finance.

     Alpine does not have a standing audit, nominating or compensation
committee.  Alpine is in the process of adopting an audit committee and
intends to have it in place in the first quarter of 2002.  The directors had
two meetings during fiscal 2001.  All directors attended the meetings.

     Except as indicated below, to the knowledge of management, during the
past five years, no present or former director, or executive officer of the
Company:

     (1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an
executive officer at or within two years before the time of such filing;

     (2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);

     (3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:

<PAGE>
<PAGE> 14

           (i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment advisor, underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment company, or engaging
in or continuing any conduct or practice in connection with such activity;

          (ii) engaging in any type of business practice; or

         (iii) engaging in any activity in connection with the purchase or
sale of any security or commodity or in connection with any violation of
federal or state securities laws or federal commodities laws;

     (4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending, or otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under this item, or to be
associated with persons engaged in any such activity;

     (5) was found by a court of competent jurisdiction in a civil action or
by the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.

     (6) was found by a court of competent jurisdiction in a civil action or
by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The Company believes all forms required to be filed under section 16 of
the Exchange Act for 2001 have been timely filed.

                   ITEM 10.  EXECUTIVE COMPENSATION

     The following tables set forth certain summary information concerning the
compensation paid or accrued for each of Alpine's last three completed fiscal
years to Alpine or its principal subsidiaries chief executive officer and each
of its other executive officers that received compensation in excess of

<PAGE>
<PAGE> 15

$100,000 during such period (as determined at October 31, 2001, the end of
Alpine's last completed fiscal year):

                           Summary Compensation Table
                           --------------------------
<TABLE>
<CAPTION>
                                                                   Long Term Compensation
                                                                   ----------------------
                                 Annual Compensation             Awards               Payouts
                                 -------------------             ------               -------
                                                         Other            Restricted
   Name and                                              Annual        Stock    Options   LTIP       All Other
   Principal Position    Year    Salary    Bonus($)    Compensation    Awards    /SARs    Payout   Compensation
   ------------------    ----    ------    --------    ------------    ------    -----    ------    -----------
   <S>                   <C>     <C>       <C>         <C>             <C>       <C>      <C>       <C>
   Eugene Mallette,         2001   $111,235   $253,575      $2,730_____      -     55,417      -    _____     -
   CEO                      2000   $103,120   $  7,400      $1,474           -        -        -              -
                            1999   $ 57,000   $700,000      $3,843           -        -        -              -

   Bill Distefano,          2001   $120,956   $272,310      $3,272           -     78,249      -              -
   President                2000   $119,581   $196,178      $2,272           -        -        -              -
                            1999   $ 76,441   $ 72,500      $3,346           -        -        -              -

</TABLE>


     In the past, our bonuses to officers were based on some fixed percentage
of earnings and subjective factors reviewed by the board of directors.  Except
in the last two years, only Bill Distefano received any sizable amount of his
compensation as a bonus.  As our earnings have increased in the last few
years, Eugene Mallette has started taking a bonus based on advice from our
accountants.  His bonus has been structured by our accountants to reflect his
role as an officer of Alpine.  These bonuses were also structured to minimize
the overall tax effect to Alpine and Mr. Mallette.  With our change in
ownership structure, we intend to set up new bonus plans which have a more
definitive structure and is more heavily focused on stock and options than
cash.  As yet, no plan has been set as we review our long term managerial
human resource needs and our desire to start hiring new management with an eye
to the future succession needs of Alpine if something were to happen to
current management.  We have also adopted a stock option plan.  Other annual
compensation consisted of payments to 401(k) retirement accounts, health
insurance reimbursements and sick leave cash outs.

     Compensation Pursuant to Plans.

     Mr. Mallette received 54,990 options to purchase a like number of shares
of stock during fiscal 2001, at an exercise price ranging from $7.50 to $8.25
per share.  Mr. Distefano received 77,922 options with an exercise price of
$7.50 per share.  The options of Messrs. Mallette and Distefano vest over
three years.

<PAGE>
<PAGE> 16

     Options/SAR Grants
     ------------------

     The following tables contain information regarding the plan options
granted to Alpine's named executive officers as of October 31, 2001:

<TABLE>
<CAPTION>
            OPTION/SAR GRANTS DURING PERIOD FROM November 1, 2000 To October 31, 2001

                              Individual Grants
                     -----------------------------------------------------
                     Number of     % of Total
                     Securities    Options/SARs
                     Underlying    Granted to      Exercise or
                     Options/SARs  Employees       Base Price   Expiration
Name                 Granted       in Fiscal Year  ($/Share)    Date
-------------------  ------------  --------------  -----------  ----------
<S>                  <C>           <C>             <C>          <C>
       (a)               (b)             (c)            (d)         (e)
Eugene Mallette        28,751         13.72%         $7.50       August 18, 2011
                       13,333          6.46%         $8.25       August 18, 2006
                       13,333          6.46%         $8.25       August 18, 2006

Bill Distefano         51,683         24.82%         $7.50       August 18, 2011
                       13,333          6.26%         $7.50       August 18, 2011
                       13,333          6.46%         $7.50       August 18, 2011

</TABLE>

              Aggregate Option/SAR Exercises During Period From
        November 1, 2000 to October 31, 2001 and FY-End Option/SAR Values

                                                   Number of
                                                   Securities    Value of
                                                   Underlying    Unexercised
                                                   Unexercised   In-the-Money
                                                   Options/SARs  Options/SARs
                     Shares                        at FY-End(#)  at FY-End($)
                     Acquired       Value          Exercisable/  Exercisable/
Name                 on Exercise(#) Realized($)    Unexercisable Unexerciable
-------------------  -------------  -------------  ------------  ------------
Eugene Mallette                -              -       55,417              -
Bill Distefano                 -              -       78,349              -


     Alpine did not issue any stock options prior to August 2001.  All options
held by Mr. Mallette's vest over three years with 42,084 vesting in two years
and 13,333 vesting in three years.  Mr. Distefano's options vest over three
years with 65,016 vesting in two years and 13,333 vesting in three years.  No
options are currently vested or exercisable.  Alpine's stock closed at $8.25
on October 31, 2001.

     Pension Table

      None.

<PAGE>
<PAGE> 17

     Compensation of Directors.

     Directors received 427 options each with an exercise price of $7.50
during 2001.  These options vest in twenty four months.  Each option is for a
period of ten years.

     Termination of Employment and Change of Control Arrangement.

     There are no compensatory plans or arrangements, including payments to be
received from Alpine, with respect to any person named in Cash Compensation
set out above which would in any way result in payments to any such person
because of his resignation, retirement, or other termination of such person's
employment with Alpine or its subsidiaries, or any change
in control of Alpine, or a change in the person's responsibilities following a
changing in control of Alpine.

     Stock Option Plan

     In August 2001, Alpine adopted an equity incentive plan.  The plan allows
Alpine to issue incentive stock options ("ISOs") within the meaning of section
422A of the Internal Revenue Code of 1986, as amended ("Code"), nonstatutuory
stock options and restricted shares to employees, directors and consultants of
Alpine.  A total of seven hundred seventy thousand (770,000) shares of
Alpine's common stock have been reserved for issuance under the plan.  As of
January of each year commencing in the year 2002, the aggregate number of
shares of Alpine's common stock that may be awarded under the plan shall
automatically increase by a number equal to the lesser of (i) 7% of the total
number of shares of Alpine's common stock outstanding, minus the number of
shares of stock previously authorized for award under the plan at the close of
the preceding calender year or (ii) 250,000 shares of common stock.

     The exercise price of options granted under the terms of the plan must
not be less than 100% of the fair market value of the shares as of the date of
grant, or 110% of the fair market value for ISOs granted to optionees
possessing more than 10% of the total combined voting power of all classes of
stock of Alpine for ISOs and 85% of the fair market value of the stock for
nonqualified options.  In addition, the aggregate fair market value (as
determined on the date of each option grant) of shares with respect to which
ISOs are exercisable for the first time by an employee during any calendar
year shall not exceed $100,000.  Additionally, no individual may be granted
more than 100,000 options in any given year.

     Alpine has not received and does not intend to request a determination
from the Internal Revenue Service that the ISOs issued under the plan will
qualify under the Code for treatment as ISOs.

     The plan provides that an option may be exercised by payment in cash or,
with the consent of the board of directors, by delivery of common stock of
Alpine valued at its fair market value on the date of payment.  An option
holder shall not have any of the rights of a shareholder with respect to the
shares subject to the option until the shares have been fully paid and issued.

<PAGE>
<PAGE> 18

     The board of directors or a committee of the directors will initially
administer the plan, prescribe the form and content of options to be granted,
receive elections for the exercise of stock conversion rights, determine the
terms and restrictions on all restricted stock awards granted under the plan,
and other items.  No stock option can be granted for a period longer than ten
years or for a period longer than five years for ISOs granted to optionees
possessing more than 10% of the total combined voting power of all classes of
stock of Alpine.  The right to exercise an option terminates (three) months
after the termination of an employees' employment, unless the employee dies or
is disabled, in which event the option will remain exercisable for a period of
one year after the termination of employment.  The plan terminates, and no
further options may be granted after August 18, 2011.

     In August 2001, Alpine issued options to acquire 181,968 shares of its
common stock at an exercise price of $7.50 per share and an option to purchase
26,666 shares at an exercise price of $8.25 per share.  All options were
issued under the plan.

   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information relating to the beneficial
ownership of Alpine's Common Stock as of January 22, 2002 by each person known
by Alpine to be the beneficial owner of more than 5% of the outstanding
shares of Common Stock and each of Alpine's directors and executive officers.

Name and Address of
Principal Stockholders:        Common Stock         Percentage
----------------------------   ------------       ---------------
Eugene R. Mallette              8,283,655 (D)           75.31%
3450 West Mike Jense Parkway       15,000 (I)            0.14
Provo, Utah 84601                 989,500 (I)            9.00

The Mallette Family LLC           989,500                9.00
3450 West Mike Jense Parkway
Provo, Utah 84601

Officers and Directors:
----------------------------
Eugene R. Mallette, CEO
 and Director                  ----------------See Table Above-----------
Bill Distefano, President          471,179                4.28
 and Director
Leslie Hill, CFO                       100                0.001
Max Hansen, Secretary,               1,000                0.01
 Director
Richard Rowack, Director               200                0.002
                                 ----------             ------
All officers and directors
 as a group (6 persons)          9,760,634               88.73
                                 ==========             ======

     Unless otherwise noted below, Alpine believes that all persons named in
the table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.  For purposes hereof, a person is

<PAGE>
<PAGE> 19

deemed to be the beneficial owner of securities that can be acquired by such
person within 60 days from the date hereof upon the exercise of warrants or
options or the conversion of convertible securities.  Each beneficial owner's
percentage ownership is determined by assuming that any warrants, options or
convertible securities that are held by such person (but not those held by any
other person) and which are exercisable within 60 days from the date hereof,
have been exercised.  Those shares owned directly are indicated by a (D) and
those shares owned indirectly are indicated by an (I).  Unless otherwise
noted, shares are deemed to be owned directly.

     The Mallette Family LLC is controlled by Eugene Mallette.  For purposes
of calculating Mr. Mallette's ownership, the family limited liability company
is considered indirectly owned by Mr. Mallette because of his influence on
voting decisions of the limited liability company.  However, the pecuniary
interest and majority control of the LLC belongs to Mr. Mallette's family not
him.  Mr. Mallette address is care of the Company.


          ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Alpine leases all of its aircraft from CLB Corporation and Mallette
Family LLC which are controlled by Mr. Mallette.  The terms were approved by a
vote of the directors. During the fiscal year ended October 31, 2001, Alpine
paid $3,085,600 to CLB and $2,168,879 to Mallette Family LLC in lease
payments.

     Alpine had acquired the right to purchase up to fifteen Beechcraft 1900
aircraft.  Alpine transferred the right to purchase six of these aircraft to
an entity controlled by Mr. Mallette.  The decision was made to transfer the
purchase rights to Mr. Mallette because management did not want Alpine to take
on the debt associated with the aircraft, at this time.  Additionally, Mr.
Mallette, who had to provide personal guarantees on the loans for the
aircraft, did not want to provide those guarantees in Alpine but rather in one
of his own entities for his tax and estate planning reasons.  These aircraft
have been leased back to Alpine.

     Alpine has acquired an option to purchase CLB for $17,000,000.  The
purchase price will be paid for with shares of Alpine's common stock.  Solely
for purposes of the CLB transaction, Alpine's common stock will be valued on a
sliding scale as $3.40 per share. The option is for a period of two years
expiring in August 2002.  The purchase price was determined by the "blue book"
value of the aircraft owned by CLB at the time of the option less any debt
still owed on the aircraft.  Alpine has entered into an addendum to the
agreement to acquire CLB which requires Alpine to have first purchased five
Beechcraft 1900's and for Alpine's stock to be trading at or above $3.40 per
share prior to any acquisition of CLB.  Accordingly, Alpine expects to not
exercise its option to acquire CLB until 2002, at the earliest. If Alpine
acquires CLB, the related party nature of CLB will require the assets of CLB
to be recorded at historical cost, or the cost paid by CLB for the aircraft
and not the cost paid by Alpine.

     During the year ended October 31, 2000, Alpine loaned $1,000,000 to Mr.
Mallette.  The loan is at an interest rate of six and a quarter percent and is
due March 2003.  As of January 16, 2002, Mr. Mallette owes $151,480 on this
note.

<PAGE>
<PAGE> 20

    In 2000, Alpine also loaned $2,000,000 to Mallette Family, L.L.C. which is
controlled by Mr. Mallette.  The loan was made to assist in the purchase of
Beechcraft 1900 aircraft that are now being leased by Alpine from Mallette
Family LLC.  The loan is due December 2003 and at an interest rate of six and
one half percent.  In June 2001, Alpine loaned an additional $500,000 to
Mallette Family, LLC at six and one half percent interest and is due on
demand.  Mallette Family, LLC currently owes Alpine $2,665,773 under the terms
of these two notes.  The amount owed increases monthly based on the interest
accruing.

     In connection with the $2,000,000 loan to Mallette Family, LLC, Alpine
has obtained an option to acquire five Beechcraft 1900's.  The purchase price
of the aircraft will be the fair market value of the aircraft on the date of
purchase by Alpine.  It is hoped that Alpine will eventually obtain capital
either from operations or the sale of equity securities to buy the aircraft.
The note was entered into on favorable terms to facilitate the purchase of the
aircraft and recognized that Mr. Mallette had to provide personal guarantee on
the loan for the aircraft.

     INDEBTEDNESS OF MANAGEMENT

     As of January 16, 2001, Mallette Family, LLC currently owes Alpine
$2,665,773 in funds due December 2003.  As of January 16, 2001, Mr. Mallette
owes Alpine $151,480.

             ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

  (a)(1)FINANCIAL STATEMENTS.  The following financial statements are included
in this report:

Title of Document                                              Page
-----------------                                              ----
Report of Squire and Company, Certified Public Accountants      F-3

Consolidated Balance Sheets as of October 31, 2001, and 2000    F-4

Consolidated Statements of Operations for the fiscal years
 ended October 31, 2001, and 2000                               F-5

Consolidated Statements of Stockholders' Equity for the
 years ended October 31, 2001, and 2000, and  from inception    F-6

Consolidated Statements of Cash Flows for the fiscal years
 ended October 31, 2001, and 2000                               F-7

Notes to Financial Statements                                   F-8

 (a)(2)FINANCIAL STATEMENT SCHEDULES.  The following financial statement
schedules are included as part of this report:

     None.

<PAGE>
<PAGE> 21

 (a)(3)EXHIBITS.  The following exhibits are included as part of this report:

SEC Ref No.     Exhibit No.     Title of Document             Location
-----------     -----------     -----------------             --------
2.     Plan of Acquisition, reorganization, arrangement,
       liquidation or Succession
2.     2.1   Agreement and Plan of Reorganization by          Incorporated
             and between Riverside Ventures, Inc. and         by Reference (1)
             Alpine Aviation, Inc. and related amendment

3.   Certificate of Incorporation and Bylaws
     3.1    Articles of Incorporation                         Incorporated
                                                              by Reference (2)
     3.2    Articles of Amendment                             Incorporated
                                                              by Reference (1)
     3.3    Bylaws                                            Incorporated
                                                              by Reference (2)
     3.4    Amended Bylaws                                    Incorporated
                                                              by Reference (1)
10.  Material Contracts
     10.1   United States Postal Service Solicitation
            ASYS-R-99-01 (Air System Contract)                Incorporated
                                                              by Reference (2)
     10.2   Air systems Contract Amendment                    Incorporated
                                                              by Reference (2)
     10.3   Bid Offer and Acceptance-ASYS-99.01               Incorporated
                                                              by Reference (2)
     10.4   Consulting Agreement by and between               Incorporated
            Alpine Aviation, Inc. and Smith Consulting        by Reference (1)
            Services, Inc.
     10.5   Stock Purchase and Sales Agreement (CLB)          Incorporated
                                                              by Reference (3)
     10.6   Irrevocable Options to Purchase by Mallette
            Family LLC                                        Incorporated
                                                              by Reference (3)
     10.7   Ground Lease-Provo                                Incorporated
                                                              by Reference (3)
     10.8   Ground Lease Extension-Provo                      Incorporated
                                                              by Reference (3)
     10.9   Ground Lease-Billings                             Incorporated
                                                              by Reference (3)
     10.10  CLB Lease Agreement for Aircraft                  Incorporated
                                                              by Reference (3)
     10.11  Agreement for Sale of Business Asset              Incorporated
            (Fixed Based Operation)                           By Reference (5)
     10.12  Mallette Family LLC Lease Agreement for Planes    Incorporated
                                                              By Reference (3)
     10.13   Promissory Note-Mallette                         Incorporated
                                                              By Reference (6)
     10.14   Promissory Note with Mallette Family,LLC          Incorporated
                                                              By Reference (6)
     10.15  Addendum to Stock Purchase and Sale
            Agreement (CLB)                                   Incorporated
                                                              By Reference (6)
     10.16  Lease Agreement-Provo Hanger                      Incorporated
                                                              By Reference (6)
     10.17  Promissory Note-Mallette Family, LLC              This Filing

<PAGE>
<PAGE> 22

21.  Subsidiaries of the small business issuer-Alpine Aviation, Inc., a Utah
     corporation is the only subsidiary. It does business under the name
     Alpine Air.

(1)   Incorporate by reference to the Company's Current Report on Form 8-K
      dated August 31, 2000.
(2)   Incorporated by reference to the Company's Registration Statement on
      Form 10-SB, file no. 0-27011, filed August 12, 1999.
(3)   Incorporated by reference to the Company's Registration Statement of
      Form SB-2 filed with the Commission on August 31, 2000, file no. 333-
      44920.
(4)   Incorporated by reference to Alpine's Form 10-QSB for the quarter ended
      July 31, 2000, filed with the Commission on September 14, 2000.
(5)   Incorporated by reference to the Company's Registration Statement on
      Form SB-2-amendment 3 filed with the Commission on February 22, 2001,
      file no. 333-44920.
(6)   Incorporated by reference to the Company's Registration Statement on
      Form SB-2-amendment 4 filed with the Commission on May 16, 2001,
      file no. 333-44920.
     All other Exhibits called for by Rule 601 of Regulation S-B are not
applicable to this filing.

     (b) Reports on Form 8-K.

     Alpine filed two reports on form 8-K in the fourth quarter of 2001.  The
first report filed on August 14, 2001, covered the loss of routes.  The second
report filed on October 23, 2001, covered the pending lawsuit.

<PAGE>
<PAGE> 23

                                SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:

                                 Alpine Air Express, Inc.

                                     /S/
Date: January 29, 2002           By: Euguene Mallette, Chief Executive Officer
                                     and Director

                                       /S/
                                 By: Leslie Hill, Chief Accounting Officer

<PAGE>
<PAGE> F-1






                      CONSOLIDATED FINANCIAL INFORMATION OF
                     ALPINE AIR EXPRESS, INC. AND SUBSIDIARY

                           OCTOBER 31, 2001 AND 2000

<PAGE>
<PAGE> F-2

TABLE OF CONTENTS
                                                                   Page
------------------------------------------------------------------------------

INDEPENDENT AUDITOR'S REPORT                                         F-3

CONSOLIDATED FINANCIAL STATEMENTS:

  Balance Sheet                                                      F-4

  Statements of Operations                                           F-5

  Statement of Stockholders' Equity                                  F-6

  Statements of Cash Flows                                           F-7

  Notes to Consolidated Financial Statements                         F-8













<PAGE>
<PAGE> F-3


                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors
of Alpine Air Express, Inc.

We have audited the accompanying consolidated balance sheet of Alpine Air
Express, Inc. and subsidiary  (a Delaware corporation) as of October 31, 2001,
and the related statements of operations, stockholders' equity, and cash flows
for each of the years in the two year period ended October 31, 2001.  These
financial statements are the responsibility of the management of Alpine Air
Express, Inc. and subsidiary.  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 audit 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Alpine Air
Express, Inc. and subsidiary as of October 31, 2001, and the results of their
operations and their cash flows for each of the years in the two year period
ended October 31, 2001 in conformity with accounting principles generally
accepted in the United States of America.



Squire and Company, PC
Orem, Utah
November 21, 2001



<PAGE>
<PAGE> F-4

ALPINE AIR EXPRESS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
October 31, 2001
------------------------------------------------------------------------------

ASSETS

Current Assets:
 Cash and cash equivalents                                 $   526,396
 Marketable securities                                       1,922,747
 Accounts receivable                                         1,108,896
 Income taxes receivable                                       384,325
 Prepaid expense                                               390,109
 Inventories                                                 1,113,927
 Current portion of deferred tax asset                          78,652
                                                           -----------
   Total current assets                                      5,525,052

Property, Plant and Equipment - net                          1,517,306
Loan to Officer                                                393,719
Loan to Related Party                                        2,622,870
                                                           -----------
   Total assets                                            $10,058,947
                                                           ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
 Accounts payable                                          $   158,847
 Accrued expenses                                              215,744
 Refundable deposits                                            75,643
 Current portion of deferred tax liability                       3,778
                                                           -----------
   Total current liabilities                                   454,012
                                                           -----------
Deferred Income Taxes                                           13,611
                                                           -----------
   Total liabilities                                           467,623
                                                           -----------

Stockholders' Equity:
 Preferred stock, $.001 par value,
   1,000,000 shares authorized, no shares issued
   or outstanding                                                    -
 Common stock, $.001 par value,
   20,000,000 shares authorized, 11,000,000 shares
   issued and outstanding                                       11,000
 Additional paid in capital                                  1,590,078
 Cumulative other comprehensive income                          22,245
 Retained earnings                                           7,968,001
                                                           -----------
   Total stockholders' equity                                9,591,324
                                                           -----------
     Total liabilities and stockholders' equity            $10,058,947
                                                           ===========

The accompanying footnotes are an integral part of this statement.

<PAGE>
<PAGE> F-5

ALPINE AIR EXPRESS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended October 31, 2001 and 2000             2001          2000
------------------------------------------------------------------------------

Operating Revenues:
 Operations                                    $15,199,835       $15,293,498
 Public services                                 2,239,150         2,174,724
                                               -----------       -----------
   Total operating revenues                     17,438,985        17,468,222

Direct Costs:
 Operations                                     12,086,843         8,891,180
 Public services                                 1,832,710         1,978,848
                                               -----------       -----------
   Total direct costs                           13,919,553        10,870,028
                                               -----------       -----------
Gross Profit                                     3,519,432         6,598,194

Operating Expenses:
 General and administrative                      1,137,070         1,008,424
 Depreciation                                       56,012            33,890
                                               -----------       -----------
   Total operating expenses                      1,193,082         1,042,314
                                               -----------       -----------
Operating Income                                 2,326,350         5,555,880

Other Income (Expense):
 Interest                                                -            (3,059)
 Other income (expense), net                       505,273           303,771
 Nonrecurring consulting expense                         -        (1,430,250)
 Nonrecurring organizational expenses                    -           (76,568)
                                               -----------       -----------
   Total other income (expense)                    505,273        (1,206,106)
                                               -----------       -----------
Income Before Income Taxes                       2,831,623         4,349,774

Income Tax Expense:
 Current income tax expense                        923,968         1,714,329
 Deferred income tax expense (benefit)              65,987           (54,952)
                                               -----------       -----------
   Total income tax expense                        989,955         1,659,377
                                               -----------       -----------
Net Income                                      $1,841,668        $2,690,397
                                               ===========       ===========
Earnings Per Share - Basic                           $0.17             $0.25
                                               ===========       ===========
Earnings Per Share - Fully Diluted                   $0.17             $0.25
                                               ===========       ===========

Weighted Average Shares Outstanding:
 Basic                                          11,000,000        10,934,475
 Fully Diluted                                  11,043,409        10,934,475


The accompanying footnotes are an integral part of these statements.

<PAGE>
<PAGE> F-6

ALPINE AIR EXPRESS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended October 31, 2001 and 2000

<TABLE>
<CAPTION>

                                                       Additional  Cumulative Other
                                    Common Stock        Paid In     Comprehensive      Retained
                                 Shares       Amount    Capital     Income (Loss)      Earnings       Total
                                --------    ---------  ----------  --------------     ----------     -------
<S>                            <C>          <C>        <C>          <C>               <C>          <C
Balance, November 1, 1999        25,000       $95,361  $     -      $    (31,405)     $3,435,936   $3,499,892

Stock issued for consulting
 services                     1,048,850         1,049    1,429,201             -              -     1,430,250

Organization expense from
   stock exchange                56,150            56       76,512             -              -        76,568

Stock issued in reverse
  merger                      9,870,000       (85,466)       85,466            -              -             -


Valuation of net liabilities
 on June 12, 2000 of Riverside        -            -        (1,101)           -               -        (1,101)

Comprehensive Net Income
   Calculation:
     Net income                       -            -             -            -       2,690,397     2,690,397

     Other comprehensive
      income - net of tax.
      Unrealized holding
      gains arising during
      the period                      -            -             -       235,624              -       235,624
                             -----------     ----------  ----------     --------     -----------   ----------

Comprehensive Income                  -            -             -       235,624      2,690,397     2,926,021
                             -----------     ----------  ----------     --------     -----------   ----------

Balance, October 31, 2000    11,000,000       11,000     1,590,078       204,219      6,126,333     7,931,630

Comprehensive Net Income
  Calculation:
    Net income                        -            -             -             -      1,841,668     1,841,668
    Other comprehensive
     income - net of tax.
     Unrealized holding
     losses arising during
     the period                       -            -             -      (181,974)             -      (181,974)
                             -----------     ----------  ----------     --------     -----------   ----------

Comprehensive Income                  -            -             -      (181,974)     1,841,668     1,659,694
                             -----------     ----------  ----------     --------     -----------   ----------
Balance, October 31, 2001    11,000,000      $11,000     $1,590,078      $22,245     $7,968,001    $9,591,324
                             ===========     ==========  ==========     ========     ===========   ==========
</TABLE>

The accompanying footnotes are an integral part of these statements.





<PAGE>
<PAGE> F-7

ALPINE AIR EXPRESS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended October 31, 2001 and 2000               2001              2000
------------------------------------------------------------------------------

Cash Flows from Operating Activities:
 Net income                                       $1,841,668       $2,690,397
 Adjustments to reconcile net income to net cash
 provided (used) by operating activities:
   Nonrecurring organizational expense                     -           76,568
   Nonrecurring consulting expense                         -        1,430,250
   Reduction of loan to officer and stockholder      250,000                -
   Realized (gain) loss on marketable securities    (262,432)         387,350
   Gain on disposal of property, plant, and
    equipment                                              -         (511,952)
   Deferred tax expense (benefit)                     65,987          (54,952)
   Depreciation and amortization                      56,012           33,890
   Changes in assets and liabilities:
     Accounts receivable                              46,222         (104,120)
     Income taxes receivable                        (384,325)               -
     Inventories                                    (142,787)        (441,214)
     Prepaid expense                                 704,173         (537,181)
     Construction in progress                         39,944          (39,944)
     Accrued interest on loan to officer and
        related party                               (132,567)         (38,986)
     Accounts payable                               (131,446)          95,971
     Accounts payable - related party               (484,542)         215,877
     Accrued expenses                               (364,054)         106,803
     Refundable deposits                              54,984           20,659
     Income tax payable                              (82,500)         (50,695)
                                                  -----------       ----------
   Total adjustments                                (767,331)         588,324
                                                  -----------       ----------
  Net cash provided by operating activities        1,074,337        3,278,721

Cash Flows from Investing Activities:
 Proceeds from sale of marketable securities       1,810,009          421,500
 Loan to officer                                     404,964       (1,000,000)
 Loan to related party                            (2,500,000)               -
 Purchase of marketable securities                  (796,461)      (2,951,942)
 Purchase of property, plant, and equipment       (1,117,557)        (105,922)
                                                  -----------       ----------
  Net cash used by investing activities           (2,199,045)      (3,636,364)
                                                  -----------       ----------
Net Decrease in Cash and Cash Equivalents         (1,124,708)        (357,643)

Beginning Cash and Cash Equivalents                1,651,104        2,008,747
                                                  -----------       ----------
Ending Cash and Cash Equivalents                    $526,396       $1,651,104
                                                  ===========      ===========

The accompanying footnotes are an integral part of these statements.


<PAGE>
<PAGE> F-8

ALPINE AIR EXPRESS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

Note 1.  Summary of Significant Accounting Policies
         ------------------------------------------

This summary of significant accounting policies of Alpine Air Express, Inc.
and subsidiary (the Company) is presented to assist in understanding the
Company's financial statements.  These accounting policies conform to
generally accepted accounting principles and have been consistently applied in
the preparation of the financial statements.

Organization and Business Description - Alpine Aviation, Inc. (Alpine) was
incorporated in the state of Utah on October 7, 1975.  On June 12, 2000 Alpine
entered into a transaction that was accounted for as a reverse merger with
Riverside Ventures, Inc., a Delaware corporation incorporated on April 20,
1994.  At the time of the transaction, Riverside Ventures, Inc. was inactive.
All of the outstanding common stock of Alpine was exchanged for 9,895,000
shares of common stock of Riverside Venture, Inc.  The transaction, accounted
for as a reverse merger acquisition, resulted in a recapitalization of Alpine
inasmuch as it was deemed to be the acquiring entity for accounting purposes.
Subsequently, Riverside Ventures, Inc. changed its name to Alpine Air Express,
Inc.

In connection with the reverse merger, the 25,000 shares of common stock of
Alpine were exchanged at a rate of one share of Alpine for 395.8 shares of
Riverside Ventures, Inc.  The earnings per share data have been retroactively
restated to reflect the post merger share amounts.  The historical financial
statements prior to June 12, 2000 are those of Alpine.

The Company has been involved in the hauling of air freight, serving commuter
routes, and providing pilot training.  The Company terminated commuter flights
in July 1999.  Until the termination of commuter flights, the Federal
government had enhanced the income of the Company on those essential air
service routes.

Principles of Consolidation - The consolidated financial statements include
the accounts of Alpine Air Express, Inc. and its wholly owned subsidiary
(together referred to as the Company).  All material intercompany transactions
and accounts have been eliminated.

Cash and Cash Equivalents - The Company considers demand deposits at banks and
money market funds at other financial institutions with an original maturity
of three months or less to be cash equivalents.

Accounts Receivable  - The Company grants credit to its customers,
substantially all of whom are businesses located in the western United States.
The Company has no policy requiring collateral on any of its accounts
receivable.

An allowance of $100,000 was established for accounts receivable at October
31, 2001.

<PAGE>
<PAGE> F-9

ALPINE AIR EXPRESS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

Note 1.  Summary of Significant Accounting Policies (Continued)
         ------------------------------------------------------

Marketable Securities - The Company held marketable equity ($391,556) and debt
($1,531,191) securities recorded at aggregate fair market values totaling
$1,922,747 at October 31, 2001.  These securities are classified as
available-for-sale.  Cumulative unrealized gains, before taxes, were $35,856
and $329,173, for the years ending October 31, 2001 and 2000, respectively.

Inventories - Inventories consist of aircraft parts and fuel stated at the
lower of cost or market, determined using the first-in, first-out method
(FIFO).

Depreciation - Provision for depreciation of property, plant and equipment is
computed on the straight-line method for financial reporting purposes.
Depreciation is based upon estimated useful lives as follows:

              Buildings and improvements       10 to 40 Years
              Equipment                         3 to 10 Years
              Furniture and fixtures            3 to 10 Years

Maintenance, repairs, and renewals which neither materially add to the value
of the equipment nor appreciably prolong its life are charged to expense as
incurred.  Gains and losses on dispositions of equipment are included in net
income.

Accumulated depreciation consists of $160,154 at October 31, 2001.

Impairment of Long-Term Assets - The Company reviews all long-term assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable through undiscounted
future cash flows.  If an impairment loss has occurred, such loss is
recognized in the Statement of Operations.  No such loss has been recognized
in the years ended October 31, 2001 and 2000, respectively.

Equity Transactions - In connection with the reverse merger with Riverside,
Alpine entered into an agreement to pay $150,000 in cash and requiring
1,048,850 of the combined entity's shares to be issued for consulting
services.  Alpine has recognized a $1,430,250 expense in relation to these
shares for consulting services in the 2000 Statement of Operations.

Additionally, in relation to the reverse merger, 56,150 shares remained in the
hands of Riverside shareholders.  These shares are treated as a one-time
organizational expense in the amount of $76,568 in the 2000 Statement of
Operations.

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

<PAGE>
<PAGE> F-10

ALPINE AIR EXPRESS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

Note 1.  Summary of Significant Accounting Policies (Continued)
         ------------------------------------------------------

Earnings Per Share - Basic earnings per share is computed by dividing net
income available for common stock by the weighted average number of common
shares outstanding during the period.  Fully diluted earnings per share is
computed by dividing net income available for common stock by the weighted
average number of common shares outstanding plus common stock equivalents.

Revenue and Cost Recognition - The Company utilizes the accrual method of
accounting whereby revenue is recognized when earned.  Air freight revenue is
recognized upon delivery of cargo to its destination.  Pilot training revenue
is recognized over the course of the program, based on the pro rata share of
the course completed to date.  The tuition revenue received , but not yet
earned, is deferred and recorded in "Accrued Expense" on the balance sheet.

Additional Cash Flow Statement Disclosures - The Company paid $0 and $3,059 in
interest and $1,374,907 and $1,909,915 in income taxes during the years ended
October 31, 2001 and 2000, respectively.

On June 12, 2000, the Company consummated a reverse merger wherein the Company
effectively assumed $1,101 of the acquiree's debt obligations as a reduction
of stockholders' equity.

On September 21, 2000, the Company sold business assets for $617,000.  The
Company received $332,000 in fuel and leaseback credits (classified as prepaid
expenses) and $285,000 in cash placed in escrow for the purchase of property.

Note 2.  Accounts Receivable
         -------------------

     Accounts receivable consists of the following at October 31:
                                                                    2001
                                                                 -----------

                 Trade accounts receivable                       $  986,971
                 Accounts receivable - related party                221,925
                 Allowance for doubtful accounts                   (100,000)
                                                                 -----------
                                                                 $1,108,896
                                                                 ===========

Note 3.  Prepaid Expense

     Prepaid expense consists of the following at October 31:
                                                                    2001
                                                                 -----------

                 Prepaid other taxes                             $  130,971
                 Other prepaid expenses and credits                 259,138
                                                                 -----------
                                                                 $  390,109
                                                                 ===========

<PAGE>
<PAGE> F-11

ALPINE AIR EXPRESS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------


Note 4.  Property, Plant, and Equipment
         ------------------------------

     Property, plant, and equipment consist of the following at October 31,
     2001:

                                     Historical     Accumulated     Net Book
                                       Cost         Depreciation     Value
                                    ------------   --------------  ----------

        Buildings and improvements   $ 1,264,801   $   16,062     $ 1,248,739
        Equipment                        231,163      104,190         126,973
        Furniture and fixtures           181,496       39,902         141,594
                                     -----------   --------------  ----------
                                     $ 1,677,460   $  106,154     $ 1,517,306
                                     ===========   ============== ===========

Note 5.  Operating Leases
         ----------------

The Company leases real property under an operating lease agreement expiring
October 2002.

On March 20, 2001, the Company entered into a 30-year lease agreement with two
five-year extension options for real property at the Provo, Utah Airport.  The
annual payment is $6,428 and will be adjusted every two years for changes in
the consumer price index.

Future minimum lease payments for the years ending October 31 are as follows:

                              2002             $   22,332
                              2003                  6,428
                              2004                  6,428
                              2005                  6,428
                              2006                  6,428
                              Thereafter          154,272
                                               ----------
                              Total            $  202,316

Note 6.  Income Taxes
         ------------

The Company accounts for income taxes under the provision of SFAS 109
"Accounting for Income Taxes."  This method requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences
of temporary differences between tax bases and financial reporting bases of
assets and liabilities.

<PAGE>
<PAGE> F-12

ALPINE AIR EXPRESS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

Note 6.  Income Taxes (Continued)
         ------------------------

The provision for income taxes consists of the following at October 31:

                                                   2001               2000
                                                 ----------       -----------

        Current:
           Federal                               $ 791,167        $ 1,427,672
           State                                   132,801            286,657
                                                 ----------       -----------
                Total current                      923,968          1,714,329

        Deferred Expense (Benefit):
           Income tax expense (benefit)             65,987            (54,952)
                                                 ----------       -----------
                Total income tax expense         $ 989,955        $ 1,659,377
                                                 ==========       ===========

The income tax provision reconciled to the tax computed at the federal
statutory rate is as follows at October 31:

                                                    2001              2000
                                                 ----------       -----------

        Income taxes at the statutory rate
           of 34%                                 $ 962,752       $ 1,478,923
        Expense and (revenue) adjustments - net     (84,929)          (65,378)
        State income taxes, net of federal benefit  112,132           245,832
                                                 ----------       -----------
                 Total income tax provision       $ 989,955       $ 1,659,377
                                                 ==========       ===========

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities are as follows at October
31:                                                          2001
                                                          ----------
                Deferred tax assets:
                    Allowance for bad debts              $    37,960
                    Accrued vacation and sick leave           40,692
                    Valuation allowance                            -
                                                          ----------
                       Total deferred assets                  78,652

                Deferred tax liabilities:
                    Unrealized holding gains                 (13,611)
                    Excess tax depreciation                   (3,778)
                                                          -----------
                        Total deferred tax liabilities        (17,389)
                                                          -----------
                    Net deferred tax assets              $    61,263
                                                          ===========

<PAGE>
<PAGE> F-13

ALPINE AIR EXPRESS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

Note 6.  Income Taxes (Continued)
         ------------------------

The income tax provision reconciled to the Balance Sheet accounts is as
follows at October 31, 2001:

                                                   Federal         State
                                                 -----------    -----------
               Tax payments made                 $ 1,126,788    $  181,506
               Fuel credits used                           -             -
                                                 -----------    -----------
                 Total tax payments and credits    1,126,788       181,506
               Current income tax expense           (791,167)     (132,802)
                                                 -----------    -----------
               Income taxes receivable           $   335,621    $   48,704
                                                 ===========    ===========

Note 7.  Related Party Transactions
         --------------------------

During the fiscal years ended October 31, 2001 and 2000, the Company leased
its aircraft from CLB Corporation (CLB) and Mallette Family, LLC, which are
owned by an officer and significant stockholder of the Company.  The
month-to-month lease terms for aircraft and equipment vary from month to month
and approximates $330,000 per month.  The Company owed no lease payments to
related parties at October 31, 2001.

Total lease expenses to related parties for the years ended October 31, 2001
and 2000 is detailed below.
                                                   2001              2000
                                                 -----------       -----------
                CLB Corporation                  $ 3,085,600      $ 3,326,924
                Mallette Family, LLC               2,168,879          240,565
                                                 -----------       ----------
                                                 $ 5,254,479      $ 3,567,489
                                                 ===========       ==========

Monthly engine overhaul reserves are paid based on actual flying hours during
the month.

CLB and Mallette Family, LLC reimburse the Company for certain qualifying
repairs paid for or performed by the Company.  At October 31, 2001, the
Company had a receivable of $221,925 related to these repairs, reported under
accounts receivable on the balance sheet.

The Company loaned $1,000,000 to an officer and significant stockholder of the
Company during the year ended October 31, 2000.  This officer repaid $453,104
($64,893 was applied to interest) during the year ended October 31, 2001.  In
addition, the officer was given a bonus of $250,000 that reduced the balance
due on this note.   This note bears interest at 6.25 percent, is unsecured,
and is due March 2003.  Interest accrued to October 31, 2001 was $9,697.  The
balance on this loan at October 31, 2001 was $393,719.

<PAGE>
<PAGE> F-14

ALPINE AIR EXPRESS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

Note 7.  Related Party Transactions (continued)
         --------------------------------------

During the year ended October 31, 2001, the Company loaned $2,500,000 to
Mallette Family, LLC.  This note bears interest at 6.25 percent, is unsecured,
and is due December 2003.  Interest accrued to October 31, 2001 was $122,870.
The balance on this loan at October 31, 2001 was $2,622,870.

Note 8.  401(k) Profit Sharing Plan
         --------------------------

Employees who have been employed at least 3 months may contribute up to 17
percent of their compensation to the Company's 401(k) profit sharing plan.
The Company contributes an additional 50 percent of the amount contributed by
employees up to a maximum of 3 percent of compensation.  Participants are
fully vested in employer contributions after two years of service.  The
Company contributed $39,262 and $34,863, for the years ended October 31, 2001
and 2000, respectively.

Note 9.  Stock Option Plan
         -----------------

On August 17, 2001, the Company granted stock options to qualified employees.
The options have a vesting period of two years and expire ten years from the
date of issuance.  The exercise price is the fair-market value on the date of
issuance of $7.50.  The total number of options granted was 208,634.

The Company follows Accounting Principles Board Opinion 25 "Accounting for
Stock Issued to Employees" to account for its stock option plan.  Under APB
25, no compensation is required to be recorded in the consolidated financial
statements.  An alternative method of accounting for stock options is SFAS 123
"Accounting for Stock-Based Compensation".  Under SFAS 123, employee stock
options are valued at grant date at fair value.  The fair value of the options
at the grant date would be recorded as compensation expense, net of income
taxes, recognized ratably over the vesting period.

Had compensation cost for the Company's stock option plan been determined as
prescribed by SFAS 123, stock-based compensation costs would have reduced
income before taxes by $96,492 and net income by $79,114 for the year ending
October 31,

2001.  The pro forma effect on basic and fully-diluted earnings per share
would have been a reduction of $0.01 per share for the year ending October 31,
2001.

The average Black-Scholes value of options granted under the stock option plan
during 2001 was $5.55.  Value was estimated using a weighted-average expected
life of 7.0 years, no dividends, volatility of 95 percent, and a risk-free
interest rate of 4 percent.

<PAGE>
<PAGE> F-15

ALPINE AIR EXPRESS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

Note 10.  Concentrations
          --------------

The Company receives the majority of its revenues from contracts with the U.S.
Postal Service (USPS).  For the years ending October 31, 2001 and 2000, the
revenues from contracts with the USPS represented 86 percent and 87 percent of
total revenues, respectively.  At October 31, 2001, accounts receivable from
the USPS totaled $984,602.  Although a loss of contracts with the USPS would
severely impact the financial position of the Company, the Company's
management believes that the relationship with the USPS is excellent and will
continue.

The Company maintains cash balances at several financial institutions.
Accounts at each institution are insured by the Federal Deposit Insurance
Corporation up to $100,000.  As of October 31, 2000, the Company's uninsured
cash balances totaled $404,971.

Note 11.  Contingency
          -----------
The U.S. government has filed suit against the Company.  The claim is for
commuter flight subsidies the Company received from 1993 to 1997.  The Company
terminated commuter flights in July 1999.  The suit seeks damages of $5,000 to
$10,000 for each of the 58 alleged overcharges and $200,000 in other damages.

The Company believes that the claim is without merit and is vigorously
defending itself.  The Company is considering filing a counterclaim against
the U.S. government.  No provision for the outcome of these actions relative
to amounts sought nor for the counterclaim have been recorded due to the
uncertainty of the outcomes.

Note 12.  Sale of Business Assets
          -----------------------

On August 14, 2000, the Company entered into an agreement to sell certain of
its business assets to Keystone Aviation, LLC (d.b.a. Million Air) of Salt
Lake City, Utah.  Included in the agreement are the sale of leasehold
interests for certain property leased at the Provo, Utah Airport and certain
buildings, improvements, and other personal property held by the Company.  The
sales price for these assets was $617,000 including $285,000 in cash at
closing and the balance in leaseback and fuel credits to be applied over the
next two years.  The Company also received the future right to lease certain
property at the Provo, Utah Airport.  The sale took place on September 21,
2000.

<PAGE>
<PAGE> F-16

ALPINE AIR EXPRESS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

Note 13.  Purchase Option
          ---------------

The Company has acquired an option to purchase CLB.  The purchase price will
be paid for with shares of the Company's common stock.  The option is for a
period of two years.  This option is contingent on the Company acquiring five
Beechcraft 1900 aircraft and on the Company's stock being traded on a
recognized exchange at a price in excess of $3.40 per share.

This acquisition, if completed, would be accounted for using the purchase
method as prescribed by SFAS No. 141 "Business Combinations."

Note 14.  Recent Accounting Pronouncements
          --------------------------------

In September 2000, the FASB issued SFAS 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities".  This
statement is a replacement of SFAS 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities".  Most of the
provisions of SFAS 125 were carried forward to SFAS 140 without
reconsideration by the FASB, and some were changed only
in minor ways.  In issuing SFAS 140, the FASB included issues and decisions
that had been addressed and determined since the original publication of SFAS
125.  SFAS 140 is effective for transfers after March 31, 2001.

In July 2001, the FASB issued SFAS No. 141 "Business Combinations," SFAS No.
142 "Goodwill and Other Intangible Assets," and SFAS No. 143 "Accounting for
Asset Retirement Obligations."  SFAS 141 is a replacement of APB Opinion No.
16 "Business Combinations" and discontinues the pooling of interests method of
accounting for business combinations.  SFAS 141 is effective for business
combinations initiated on or after July 1, 2001.  SFAS 142 is a replacement of
APB Opinion No. 17 "Intangible Assets" and establishes new rules for
accounting for goodwill and other intangible assets.  SFAS 142 is effective
for fiscal years beginning after December 15, 2001.  SFAS 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period it is incurred if a reasonable estimate of fair
value can be made.  The associated asset retirement costs are capitalized.
SFAS 143 is effective for years beginning after June 15, 2002.

In August 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets."  SFAS 144 supercedes SFAS No. 121 and APB
Opinion No. 30.  SFAS 144 is effective for fiscal years beginning after
December 15, 2001 and interim periods with those fiscal years.

The application of all of these recent pronouncements is not expected to have
a material impact on the Company's financial statements.