U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-KSB-A1
(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, 2003
                               ----------------

  [ ]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.
                          ------------------------
              (Name of small business issuer in its 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: (801) 373-1508
                                               --------------

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                 Name of each exchange on which registered

        None                                             N/A
        ----                                             ---

Securities registered under Section 12(g) of the Exchange 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.    [ ]

<PAGE> 2

     State issuer's revenues for its most recent fiscal year: $10,290,431
                                                              -----------
     State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days: $1,408,024 as of
February 11, 2004.

    (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

                                Not applicable.
                                ---------------

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:  As of February 6, 2004, the
Registrant had 11,022,000 shares of common stock issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB into which the document
is incorporated:  (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933:  None.

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

<PAGE> 3

                     ITEM 7.  FINANCIAL STATEMENTS

                  ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

                      CONSOLIDATED FINANCIAL STATEMENTS
                              OCTOBER 31, 2003

<PAGE> 4
                  ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES
                      CONSOLIDATED FINANCIAL STATEMENTS

                               C O N T E N T S

                                                                       Page

     Consolidated Balance Sheets, October 31, 2003 and 2002            2-3

     Consolidated Statements of Operations and Comprehensive
     Income, for the years ended October 31, 2003 and 2002             4-5

     Consolidated Statement of Stockholders' Equity, for the
     years ended October 31, 2003 and 2002                               6

     Consolidated Statements of Cash Flows, for the year ended
     October 31, 2003 and 2002                                         7-8

     Notes to Consolidated Financial Statements                       9-30
<PAGE>


                         INDEPENDENT AUDITORS' REPORT


Board of Directors
ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES
Provo, Utah


We have audited the accompanying consolidated balance sheets of Alpine Air
Express, Inc. and Subsidiaries as of October 31, 2003 and 2002 and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the years ended October 31, 2003 and 2002.  These financial statements are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit 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
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements audited by us present fairly, in all
material respects, the consolidated financial position of Alpine Air Express,
Inc. and Subsidiaries as of October 31, 2003 and 2002 and the results of their
operations and their cash flows for the years ended October 31, 2003 and 2002
in conformity with generally accepted accounting principles in the United
States of America.

/s/ Pritchett, Siler & Hardy, P.C.

January 23, 2004
Salt Lake City, Utah
<PAGE>
<TABLE>
<CAPTION>

                  ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                   ASSETS
                                                    October 31,   October 31,
                                                        2003        2002
                                                                 (Restated)
<S>                                              <C>            <C>
CURRENT ASSETS

Cash and cash equivalents                        $     126,476  $     514,443
Marketable securities                                  193,431        835,476
Trade accounts receivable, net                         489,537        688,087
Accounts receivable-related parties                    388,780        571,489
Receivable from minority stockholder                         -         24,570
Inventories                                            829,742      1,090,659
Prepaid expenses                                       253,284        358,358
Income taxes receivable                              1,050,460         96,163
Deferred tax asset                                      60,323         96,895
                                                 -------------  -------------
     Total current assets                            3,392,033      4,276,140

PROPERTY AND EQUIPMENT, net                         10,545,093      1,871,445

AIRCRAFT ON OPERATING LEASE-RELATED PARTY, net       6,275,327              -

DEPOSITS                                                   500        311,500

DEPOSIT ON AIRCRAFT PURCHASE OPTION                          -      1,350,000

RECEIVABLE FROM RELATED PARTY                                -      2,798,529
                                                 -------------  -------------
                                                 $  20,212,953  $  10,607,614
                                                 =============  =============
</TABLE>
                           [Continued]
                                2
<PAGE>
<TABLE>
<CAPTION>

                  ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                [Continued]

                    LIABILITIES AND STOCKHOLDERS' EQUITY

                                                    October 31,   October 31,
                                                        2003        2002
                                                                 (Restated)
<S>                                              <C>            <C>
CURRENT LIABILITIES

Bank Overdraft                                   $      12,324  $           -
Trade accounts payable                                 716,726        295,151
Accounts payable - related party                       652,991        325,425
Accrued liabilities                                    176,679        231,387
Contingent liabilities                                 134,500              -
Refundable deposits                                    156,342         41,248
Current portion of notes payable                     1,399,536              -
Current portion of notes payable-related party          97,962              -
                                                 -------------  -------------
      Total current liabilities                      3,347,060        893,211

DEFERRED INCOME TAXES                                  664,785          6,002

NOTE PAYABLE, net of current portion                 6,592,477              -

NOTES PAYABLE-RELATED PARTY, net of current portion  1,163,288              -

COMMITMENTS AND CONTINGENCIES [See Note 18]                  -              -
                                                 -------------  -------------
      Total Liabilities                             11,767,610        899,213
                                                 -------------  -------------
MINORITY INTEREST                                            -              -
                                                 -------------  -------------
STOCKHOLDERS' EQUITY:

 Preferred stock, $.001 par value, 1,000,000
   shares authorized, none issued or outstanding             -              -
 Common stock, $.001 par value, 20,000,000 shares
  authorized, 11,000,000 shares issued and
  outstanding                                           11,000         11,000
 Additional paid-in capital                          1,590,078      1,590,078
 Accumulated other comprehensive income (loss)         113,032        (42,459)
 Retained earnings                                   6,731,233      8,149,782
                                                 -------------  -------------
      Total stockholders' equity                     8,445,343      9,708,401
                                                 -------------  -------------
                                                 $  20,212,953  $  10,607,614
                                                 =============  =============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
                                3
<PAGE>
<TABLE>
<CAPTION>

                  ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                                       For the Year ended
                                                      October 31,
                                                        2003        2002
                                                                 (Restated)
<S>                                              <C>            <C>
OPERATING REVENUE:
 Operations                                      $  8,435,553     $10,656,973
 Public services                                    1,854,878       1,724,866
                                                 ------------     -----------
    Total Operating Revenues                       10,290,431      12,381,839
                                                 ------------     -----------
DIRECT COSTS:
 Operations                                         5,446,448       5,601,739
 Lease expense related party                        2,286,425       4,305,206
 Public services                                    1,540,942       1,149,319
                                                 ------------     -----------
    Total Direct Costs                              9,273,815      11,056,264
                                                 ------------     -----------
    Gross profit                                    1,016,616       1,325,575
                                                 ------------     -----------
OPERATING EXPENSES:
 General and administrative                         2,475,385       1,539,255
 Depreciation                                         204,255         162,208
                                                 ------------     -----------
    Total Operating Expenses                        2,679,640       1,701,463
                                                 ------------     -----------
Operating income (loss)                            (1,663,024)       (375,888)

OTHER INCOME (EXPENSE):
 Interest income                                      147,383         209,137
 Interest expense                                     (96,822)              -
 Federal compensation for September 11, programs            -          82,644
 Loss on disposal of assets                           (58,219)              -
 Other income (expense)                                28,514          14,559
 Loss on Foreign currency translation                (106,117)              -
                                                -------------     -----------
    Total Other Income (Expense)                      (85,261)        306,340
                                                -------------     -----------
Income (loss) before taxes  and minority
interest                                           (1,748,285)        (69,548)

    Current income tax expense (benefit)           (1,015,757)        147,332
    Deferred income tax expense (benefit)             686,021        (138,537)
                                                -------------     -----------
Income (loss) before minority interest             (1,418,549)        (78,343)
Minority interest in net loss of subsidiary
 [See Note 13]                                              -          24,324
                                                -------------     -----------
NET INCOME (LOSS)                               $  (1,418,549)    $   (54,019)
                                                -------------     -----------
BASIC INCOME (LOSS) PER COMMON SHARE            $        (.13)    $      (.01)

DILUTED INCOME (LOSS) PER COMMON SHARE          $        (.13)    $      (.01)

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                4
<PAGE>
<TABLE>
<CAPTION>

                  ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                       For the Year ended
                                                      October 31,
                                                        2003        2002
                                                                 (Restated)
<S>                                              <C>            <C>
NET INCOME (LOSS)                                $(1,418,549)    $ (54,019)
                                                 -----------     ---------
OTHER COMPREHENSIVE INCOME (LOSS):
  Unrealized loss on available for sale securities    15,239       (62,494)
  Foreign currency translation                       140,252        (2,210)
                                                 -----------     ---------
COMPREHENSIVE INCOME (LOSS)                      $(1,263,058)    $(118,723)
                                                 -----------     ---------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
                                5
<PAGE>
<TABLE>
<CAPTION>

                ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

               FOR THE YEARS ENDED OCTOBER 31, 2003

                                             Accumulated
                                  Additional   other
                   Common stock    Paid-in  Comprehensive  Retained
                  Shares   Amount  Capital  Income (loss)  earnings   Total
<S>         <C>            <C>     <C>        <C>      <C>        <C>
Balance at
October 31,
2001         11,000,000   11,000   1,590,078    22,245   8,203,801  9,827,124

Net income
for the year
ended October
31, 2002
[Restated]            -        -           -         -     (54,019)   (54,019)

Unrealized
loss on
available
-for- sale
securities,
net of tax           -        -           -    (62,494)         -     (62,494)

Foreign
currency
translation
adjustment,
net of
minority
interest             -        -           -     (2,210)         -      (2,210)

Balance at
October 31,
2002         11,000,000 $ 11,000 $ 1,590,078 $ (42,459) $8,149,782 $9,708,401

Net income for
the year ended
October 31, 2003      -        -           -         -  (1,418,549)(1,418,549)

Unrealized loss
on available-
for-sale
securities,
net of tax            -        -           -    15,239           -     15,239

Foreign currency
translation
adjustment, net
of minority
interest              -        -           -   140,252           -    140,252

Balance,
October 31,
2003         11,000,000 $ 11,000 $ 1,590,078 $ 113,032 $ 6,731,233 $8,445,343
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
                                6
<PAGE>
<TABLE>
<CAPTION>

               ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF CASH FLOWS
            Increase (Decrease) in Cash and Cash Equivalents


                                                       For the Year ended
                                                      October 31,
                                                        2003        2002
                                                                 (Restated)
<S>                                                <C>            <C>
Cash flows from operating activities:
Net income (loss)                                  $(1,418,549)    $ (54,019)
                                                   -----------     ---------
Adjustments to reconcile net income (loss) to
 net cash provided by (used in) operating
 activities:
 Bonus applied to reduce related party receivable            -       142,588
 Realized gain on marketable securities              (119,083)       (93,007)
 Deferred tax expense (benefit)                       695,355       (122,889)
 Depreciation and amortization                        440,169        162,208
 Minority interest in net loss of subsidiary                -        (24,324)
 Loss on minority interest receivable                  24,570              -
 Reserve for contingent liability                     134,500              -
 Loss on disposal of aircraft                          58,219              -
 Changes in operating assets and liabilities:
   Income taxes receivable                           (954,297)       288,162
   Trade accounts receivable                          (16,581)       198,884
   Trade accounts receivable - related party         (967,860)      (349,564)
   Inventories                                        325,917         23,268
   Prepaid expenses                                   105,074         49,829
   Accrued interest on loan to officer and
   related party                                     (139,421)      (175,659)

   Trade accounts payable                             421,575        132,476
   Accounts payable - related party                   327,566        325,425
   Accrued expenses                                   (54,708)        (1,919)
   Refundable deposits                                115,094        (34,395)
   Aircraft deposits                                        -         71,500
                                                  -----------   ------------
      Total adjustments                               396,089        592,583
                                                  -----------   ------------
      Net cash provided by (used in) operating
      activities                                   (1,022,460)       538,564
                                                  -----------   ------------
Cash flows from investing activities:
Proceeds from sale of marketable securities           776,367      1,445,081
Purchase of marketable securities                           -       (381,138)
Purchase of property and equipment                    (16,067)      (513,135)
Payments received on receivables from
 related parties                                            -        251,131
Payment of deposits                                  (199,500)    (1,350,000)
                                                  -----------   ------------
      Net cash provided by (used in) investing
      activities                                      560,800       (548,061)
                                                  -----------   ------------
Cash flows from financing activities:
Payment on notes payable                              (78,883)             -
Increase in bank overdraft                             12,324              -
                                                  -----------   ------------
      Net cash provided by (used in) financing
      activities                                      (66,559)             -
                                                  -----------   ------------
Effect of exchange rate changes                       140,252         (2,456)
                                                  -----------   ------------
Net change in cash and cash equivalents              (387,967)       (11,953)
Beginning cash and cash equivalents                   514,443        526,396
                                                  -----------   ------------
Ending cash and cash equivalents                  $   126,476   $    514,443
                                                  -----------   ------------
</TABLE>
                           [Continued]
                                7
<PAGE>
<TABLE>
<CAPTION>

               ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                             [Continued]
                                                       For the Year Ended
                                                            October 31,

                                                        2003        2002
                                                                 (Restated)
<S>                                              <C>            <C>
Supplemental disclosures of cash
 flow information:

Cash paid during the period for:

Interest                                         $    96,821     $          -

Income taxes                                     $     5,108     $    114,444

</TABLE>

Noncash investing and financing activities:

For the year ended October 31, 2003:

     The Company had a net unrealized loss on marketable securities of
     $40,424, net of the deferred tax asset of $15,345 resulting in
     accumulated comprehensive income of $25,079.

     The Company purchased $17,330,569 in aircraft from Mallette Family LLC
     (an entity owned by the Officer and majority shareholder of the
     Company),by offsetting $1,350,569 in accounts receivables less a credit
     of $150,000, $2,937,950 in notes receivable from Mallete Family LLC,
     assuming $9,905,169 in debt collateralized by the aircraft, offsetting
     and $1,860,000 in lease and options to purchase deposits paid to
     Mallette Family LLC, and issuing a $1,416,381 note payable to Mallete
     Family LLC [See Note 7].

     The Company recorded an $58,219 loss on disposed aircraft returned with
     a net carrying value of $1,892,492 in payment of notes payable of
     $1,834,273 on these aircraft,

     The Company had a $65,000 engine core previously recorded as equipment
     torn down for the underlying parts which it included in inventory.

For the year ended October 31, 2002:

     The Company had a net unrealized loss on marketable securities of
     $64,931, net of the deferred tax asset of $24,682 resulting in
     accumulated comprehensive income of $40,248.

The accompanying notes are an integral part of these consolidated financial
statements.
                                8
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Alpine Air Express, Inc.
and subsidiaries (the Company) is presented to assist in understanding the
Company's financial statements. These accounting policies conform to
accounting principles generally accepted in the United States of America
(USGAAP) and have been consistently applied in the preparation of the
consolidated 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 Ventures, Inc.  The transaction, accounted
for as a reverse acquisition, resulted in a recapitalization of Alpine,
inasmuch as it was deemed to be the acquiring entity for accounting purposes.
Riverside Ventures, Inc. changed its name to Alpine Air Express, Inc.  The
Company is an air cargo operator, transporting mail, packages and other time-
sensitive cargo between cities in the western portion of the United States. In
May of 2002, the Company expanded operations and started Alpine Air Chile S.A.
to provide air cargo transportation to the region of Chile in South America.

The Company previously leased aircraft from CLB, Inc. and Mallette Family,
LLC, entities that are owned or controlled by the Officer and majority
shareholder of the Company.  During July 2003 the Company acquired 16 aircraft
from Mallette Family, LLC and during December 2003 acquired an additional 16
aircraft from CLB, Inc.

The Company previously entered into aircraft leases with CLB, Inc. and
Mallette Family, LLC that meet the conditions to be considered a variable
interest entity (VIE). The VIE's assets consist primarily of aircraft recorded
at $7,388,309, debt of $2,474,775 and equity of $4,640,534. The Company did
not previously consolidate the VIE because it was not required to do so under
current accounting standards as the Company as of December 15, 2003 acquired
the underlying aircraft.

Principles of consolidation - The consolidated financial statements include
the accounts and operations of Alpine Air Express, Inc., its wholly-owned
subsidiary Alpine Aviation, Inc. and Alpine Air Chile S.A. which is a 85%
percent owned by the Company as of October 31, 2003 and 2002 (together
referred to as the Company). Further the net loss for Alpine Air Chile, S.A.
for the years ended October 31, 2003 and 2002 applicable to the 15% non-
controlling interest were not allocated to the non-controlling interest as
there is no obligation of the non-controlling interest to share in such
losses.  All material inter-company transactions and accounts have been
eliminated in the consolidation.

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.
                                9
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]

Marketable securities - The Company classifies its marketable securities as
available-for-sale.  These marketable securities consist of government bonds
and corporate equity securities that are stated at market value. Unrealized
gains and losses on available-for-sale securities which are considered
temporary in nature are reflected as other comprehensive income (losses), net
of tax, in stockholders' equity. Unrealized losses on available-for-sale
securities which are not considered temporary in nature using the specific
identification method are included in operations. Realized gains and losses on
all marketable securities are included in operations and are derived using the
specific identification method for determining the cost of securities sold. It
is the Company's intent to maintain a liquid portfolio to take advantage of
investment opportunities; therefore, all marketable securities are classified
as current assets.

Trade accounts receivable - The Company grants credit to its customers,
substantially all of who are businesses located in the western United States.
The Company does not require collateral on any of its trade accounts
receivable.

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).

Property and equipment - Provision for depreciation for financial reporting
purposes of property and equipment is computed on the straight-line method
over their estimated useful lives as follows:

     Buildings and improvements      10 to 40 Years
     Equipment                        3 to 10 Years
     Furniture and fixtures           3 to 10 Years
     Aircraft                              15 Years
     Spare aircraft engines           7 to 10 Years

Maintenance, repairs, and renewals, which neither materially add to the value
of the property and equipment nor appreciably prolong the useful lives are
charged to expense as incurred.  Gains and losses on dispositions are included
in operations.

Engine overhauls   The Company has elected to account for engine overhauls
under the direct expense method wherein cost of engine overhauls are expensed
as they are incurred.

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 determination of net income.

Foreign currency translation - Financial statements of international
subsidiaries are translated into U.S. dollars using the exchange rate at each
balance sheet date for assets and liabilities and the weighted average
exchange rate for each period for revenues, expenses, gains and losses.
Translation adjustments are recorded as a separate component of accumulated
other comprehensive income (loss) and foreign currency transaction gains and
losses are recorded in other income and expense.
                                10
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]

Income taxes - The Company utilizes the liability method of accounting for
income taxes.  Under the liability method, deferred tax assets and liabilities
are determined based on the difference between financial accounting and tax
bases of assets and liabilities using enacted tax rates in effect during the
years in which the differences are expected to reverse.  An allowance against
deferred tax assets is recorded in whole or in part when it is more likely
than not that such tax benefits will not be realized.

Use of estimates - In preparing financial statements in conformity with
accounting principles generally accepted in the United States of America,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenue and
expenses during the reporting period.  Actual results could differ from those
estimates.

Fair value of financial instruments - Cash and cash equivalents, marketable
securities, accounts receivable, and accrued liabilities are reflected in the
financial statements at fair value because of the short-term maturity of these
instruments.  Management is not able to practicably estimate the fair value of
the notes receivable from related parties due to the related party nature of
the underlying transactions.

Income (Loss) per common share - The Company follows the provisions of
Statement of Financial Accounting Standards No. 128 "Earnings Per Share" (SFAS
No. 128).  SFAS No. 128 requires the presentation of basic and diluted earning
per share.  Basic earnings per share are calculated by dividing income (loss)
available to common shareholders by the weighted- average number of common
shares outstanding during each period. Diluted earning per share are similarly
calculated, except that the weighted-average number of common shares
outstanding includes common shares that may be issued subject to existing
rights with dilutive potential.  Potential common shares having an anti-
dilutive effect on periods presented are not included in the computation of
dilutive earning per share.

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.  Public services revenue
consists of charter income, pilot training fees, and customer maintenance
services.  Charter income and customer maintenance services income is
recognized when the service is performed.  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 as "refundable deposits" on the balance sheet.

Segment reporting - Statement of Financial Accounting Standards No. 131 (SFAS
131) "Disclosures about Segments of an Enterprise and Related Information",
requires that a public business enterprise report a measure of segment profit
or loss, certain specific revenue and expense items, and segment assets. The
Company's operations involve a single industry segment as an air cargo
operator, transporting mail, packages and other time-sensitive cargo.
However, with the addition of Alpine Air Chile, during fiscal years ended
October 31, 2003 and 2002, the Company's operations now consist of two
geographical segments.

Certain reclassifications - Certain immaterial reclassifications have been
made to the 2002 financial statements to conform with the 2003 presentation.
                                11
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]

Recently Enacted Accounting Standards - In November 2002, the FASB issued
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others". This
Interpretation specifies that a guarantor is required to recognize, at the
inception of a guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. This applies to guarantees issued or
modified after December 31, 2002.  The Interpretation also revises the
disclosure requirements about a guarantor's obligations under agreements,
which are effective for the 2002 consolidated financial statements. The
Company is currently evaluating the provisions of Interpretation No. 45, which
are effective in 2003, and does not currently believe this statement will have
a material effect on the consolidated financial statements.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities".  The Interpretation defines variable interest
entities and addresses consolidation of such entities by the primary
beneficiary of the entity.  The Interpretation is effective for interests in
variable interest entities created after January 31, 2003.  For interests in
variable interest entities created before January 31, 2003, the Interpretation
shall apply to the first interim or annual reporting period beginning after
June 15, 2003.  The Company is currently assessing the impact of
Interpretation No. 46, but currently does not believe it will have a material
effect on its consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure, an amendment of FASB Statement No.
123" ("SFAS 148"). This Statement amends SFAS 123 to provide alternative
methods of transition for a voluntary change to the fair value method of
accounting for stock-based employee compensation. In addition, SFAS 148 amends
the disclosure requirements of SFAS 123 to require prominent disclosures in
both annual and interim financial statements. Certain of the disclosure
modifications are required for fiscal years ending after December 15, 2002 and
are included in the notes to these consolidated financial statements.

Statement of Financial Accounting Standards SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities", SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity", were recently issued.  SFAS No, 149, and 150 have no
current applicability to the Company or their effect on the financial
statements would not have been significant.

Stock Based Compensation - The Company has a stock option plan that provide
for stock-based employee compensation, including the granting of stock
options, to certain key employees. The Company accounts for the stock option
plan in accordance with the recognition and measurement principles of APB
Opinion No. 25, "Accounting for Stock Issued to Employees", and related
Interpretations. Under this method, compensation expense is recorded on the
date of grant only if the current market price of the underlying stock
exceeded the exercise price.
                                12
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]

During the periods presented in the accompanying financial statements the
Company has granted options under the 1993 and 2002 Stock Options Plans and
executive and other employment agreements. The Corporation has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation."  Accordingly, no compensation
cost under SFAS No. 123 has been recognized for the stock option plans or
other agreements in the accompanying statement of operations.  Had
compensation cost for the Company's stock option plans and agreements been
determined based on the fair value at the grant date for awards in 2003 and
2002 consistent with the provisions of SFAS No. 123, the Company's net
earnings net of taxes and earnings per share would have been reduced to the
pro forma amounts indicated below:
                                                    For the Year
                                                 Ended October 31,
                                              ______________________________
                                                  2003               2002
                                              _____________   ______________
  Net Income (Loss)              As reported  $  (1,418,549)  $      (54,019)
  Add: Stock-based employee compensation
     expense included in reported net income              -              -
  Deduct: Total stock-based employee
     compensation expense determined under
     fair value based method                       (275,726)        (359,505)
                                              _____________   ______________
  Net Income (Loss)              Proforma     $  (1,694,275)  $     (413,524)
                                              _____________   ______________

  Basic earnings (loss) per share As reported $        (.13)  $         (.01)
                                  Proforma    $        (.16)  $         (.04)
  Diluted earnings per share      As reported $        (.13)  $         (.01)
                                  Proforma    $        (.16)  $         (.04)

NOTE 2 - RESTATEMENT

The financial statements for the year ended October 31, 2002 have been
restated to reflect the recording of $69,635 in unrecorded liabilities and to
adjust the unrealized loss for losses on certain marketable securities by
$41,164 wherein the loss is not believed to be temporary in nature. The
Company has recorded the effect as a correction of an error.  The following is
a summary of the effect of the correction:

                                   October 31, 2002
                                    as previously  October 31, 2002
                                       reported      as restated      Change
                                     ___________      ___________   __________
Net Income (Loss) available
  to common shareholders             $    18,349      $   (54,019)  $ (72,368)
                                     ___________      ___________   __________
Basic Income (Loss)
  per common share                   $       .00      $      (.01)  $    (.01)
                                     ___________      ___________   __________
Diluted Income (Loss)
  per common share                   $       .00      $      (.01)  $    (.01)
                                     ___________      ___________   __________
Total Stockholders' Equity           $ 9,755,253      $ 9,708,401   $ (46,852)
                                     ___________      ___________   __________

The weighted average number of common shares outstanding used in basic and
diluted income (loss) per share calculation was 11,000,000.
                                13
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3 - MARKETABLE SECURITIES

The amortized cost, net unrealized gains and losses, and estimated fair value
of available-for-sale securities by major security type were as follows:

<TABLE>
<CAPTION>


                               Amortized  Unrealized Unrealized   Estimated
                                  cost        gain       (loss)    fair value
<S>                            <C>          <C>         <C>       <C>
October 31, 2003
Available-for-sale securities:
 Corporate equity               $  233,854  $    10,777  $ (51,200) $ 193,431
                                ----------  -----------  ---------  ---------
October 31, 2002
Available-for-sale securities:
 Government agency bonds        $  502,337  $    51,934  $       -  $ 554,271
 Corporate equity                  398,061        2,424   (119,280)   281,205
                                ----------  -----------  ---------  ---------
                                $  900,398  $    54,358  $(119,280) $ 835,476
                                ----------  -----------  ---------  ---------
</TABLE>

NOTE 4 - TRADE ACCOUNTS RECEIVABLE

  Trade accounts receivable consist of the following at October 31:
                                                    2003         2002
                                                  _________    __________

     Trade accounts receivable                    $ 539,537    $  788,087
     Trade accounts receivable - related entity     388,780       571,489
     Less allowance for doubtful accounts           (50,000)     (100,000)
                                                  _________    __________
                                                  $ 878,317    $1,259,576
                                                  _________    __________

Bad debt expense for the years ended October 31, 2003 and 2002 was $240,618
and $0, respectively.

NOTE 5 - PREPAID EXPENSES

  Prepaid expenses consist of the following at October 31:
                                                         2003         2002
                                                      _________    _________
   Prepaid expenses and credits                       $  73,312    $ 136,315
   Prepaid other taxes                                  179,972      222,043
                                                      _________    _________
                                                      $ 253,284    $ 358,358
                                                      _________    _________
                                14
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - INVENTORIES

  The composition of inventories is as follows at October 31:
                                                        2003          2002
                                                     _________     __________
   Aircraft parts                                    $ 829,742     $1,074,759
   Fuel                                                      -         15,900
                                                     _________     __________
                                                     $ 829,742     $1,090,659
                                                     _________     __________

The Company has not established an allowance for obsolete inventory.

NOTE 7   PROPERTY PLANT & EQUIPMENT

Property and equipment consists of the following at October 31, 2003:

                                  Estimated life       2003          2002
                                     In years        __________  ___________
     Building and improvements        3 - 10         $1,264,801  $ 1,264,801
     Spare aircraft engines            10               430,000      420,000
     Aircraft                          15            15,347,475            -
     Equipment                        3 to 5            153,423      158,852
     Furniture and fixtures            10               185,666      185,666
     Vehicles                         5 - 7             154,518      154,518
                                                    ___________   __________
                                                     17,535,883    2,183,837
     Less: Accumulated depreciation
      and amortization                                 (715,463)    (312,392)
                                                    ___________   __________
                                                    $16,820,420   $1,871,445
                                                    ___________   __________

Depreciation expense amounted to $440,159 and $162,208 for the years ended
December 31, 2003 and 2002, respectively.

Aircraft with a carrying value of $10,370,021 are held as collateral on a
notes payable at October 31, 2003 (See Note 11).

Aircraft Return to Note Holder - On September 15, 2003 and October 27, 2003,
respectively, two aircraft with a combined carrying value of $1,892,492 were
returned to the secured creditor as repayment of the underlying notes payable
of $1,834,273. In connection with the return of aircraft the Company
recognized a loss on sale of aircraft of $58,219 and a $134,500 contingent
liability for the replacement of a failed engine. The $134,500 has been
included in cost of good sold as the engine failure occurred after the
purchase from Mallete Family LLC while the aircraft was leased to Sundance
Air, Inc.

On December 9, 2003, the Company returned an aircraft with a carrying value of
$932,919 to the secured creditor for repayment of the $933,738 underlying note
payable.  At October 31, 2003, the Company recognized an $819 loss on
impairment of the underlying aircraft.
                                15
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7   PROPERTY PLANT & EQUIPMENT [Continued]

Aircraft purchase   related party On July 31, 2003, the Company's wholly-owned
subsidiary, Alpine Aviation, Inc. ("Alpine Aviation"), entered into an
Agreement for Sale and Purchase of 14 Beechcraft 1900 and 2 Beechcraft 99
cargo configured aircraft (the "Agreement") between Alpine Aviation as buyer
and Mallette Family, L.L.C. ("Mallette Family"), as seller.

Pursuant to the Agreement, Alpine Aviation acquired certain aircraft, a
portion of which it had previously leased and maintained, for the total
purchase price of $17,330,569, such sum to be paid as follows:

       Accounts receivable (6)                       1,300,569
       Debt assumption (2)                           9,905,169
       Credit for related party loan (3)             2,937,950
       Option money previously paid (4)              1,350,000
       Aircraft Lease deposits previously paid (5)     510,500
       Credits (1)                                    (150,000)
       Loan payable Mallette Family, LLC.            1,476,381
                                                    __________
                            Total purchase price   $17,330,569
                                                    __________

(1) Mallette Family LLC paid $150,000 towards the retrofit of certain of the
aircraft. As the retro-fit was booked as an additional part of the aircraft
purchased, Mallette received a credit for the 150,000 already paid.

(2) The aircraft purchased carried $9,905,169 in debt against them. The
Company assumed this debt according to the agreement.

(3) Mallette Family LLC borrowed $2,500,000 million from Alpine Aviation in
2001. This credit repays the Company, including the $437,950 in accrued
interest on the note.

(4) The Company Aviation paid Mallette Family LLC a non-refundable deposit of
$1,350,000 for an option to purchase 5 aircraft.  The credit is the deposit
and the rescinded option included in this purchase of the aircraft fleet.
(5) The Company paid to the lessor $510,500 as a lease deposit for all
aircraft being leased. This was to be returned to the Company at the end of
the lease and is now being credited towards the purchase price.

(6) Credit for the outstanding accounts receivable owed Alpine Aviation by
Mallette Family LLC. for retrofitting three aircraft.

The balance of the purchase price is to be paid pursuant to a 6.5% Promissory
Note dated July 31, 2003, in the amount of $1,476,381,(See Note 10).
Eugene R. Mallette, the principal stockholder, director and CEO of the Company
is a controlling shareholder of Mallette Family LLC. The consideration
exchanged under the Agreement was negotiated between the Company and Mallette
Family LLC, with the consent of the Board of Directors, with Mr. Mallette
abstaining.

Wells Fargo Securities, LLC issued a fairness opinion, from a financial point
of view, on August 14, 2003 regarding this acquisition and the subsequent
acquisition of aircraft from CLB [See Note 21].
                                16
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8   AIRCRAFT ON OPERATING LEASE

With the purchase of the aircraft from Mallette Family, LLC the Company
assumed the underlying operating leases.  At October 31, 2003 the company was
leasing five of the aircraft to Sundance Air, Inc (a Colorado corporation
doing business in Puerto Rico). Sundance Air, Inc. is owned 33% by Mr.
Mallette, an Officer and majority shareholder of the Company. The leases call
for monthly payments of $20,800 plus engine reserves of $150 per flight hour
through November 12, 2007. The lease further granted Sundance Air, Inc. the
option to purchase the aircraft for $5,725,000 less 10% of the timely paid
lease payment and 25% of all timely paid net engine reserve payments or
$5,678,709 at October 31, 2003.  The option shall continue during the term of
the lease as long as Sundance Air, Inc. is in full compliance with the lease
terms. Sundance Air, Inc. is responsible for the routine maintenance and for
providing insurance on the aircraft while the Company is responsible for
engine overhauls and major component replacements.

At October 31, 2003, Sundance Air, Inc. was leasing an additional aircraft on
a month to month basis . The leases call for monthly payments of $20,800 plus
engine reserves of $150 per flight hour.

Property on operating lease to Sundance Air, Inc. consists of the following at
October 31, 2003 and 2002:

                                                     2003           2002
                                                _____________  _____________
              Aircraft                          $   6,381,688  $           -
              Less accumulated depreciation          (106,361)             -
                                                _____________  _____________
                                                $   6,275,327  $           -
                                                _____________  _____________

Depreciation expense for the period ended December 31, 2003 and 2002 was
$106,361 and $0, respectively and was included in cost of good sold.

Minimum future rentals to be received on the non-cancelable lease as of
October 31, 2003 for each of the next five years and in the aggregate are as
follows:

     2004                             $          1,248,000
     2005                                        1,248,000
     2006                                        1,248,000
     2007                                        1,248,000
     2008                                          104,000
                                               ___________
     Total Minimum Lease Payments     $          5,096,000
                                               ___________

At October  31, 2003, the Company holds deposits of $124,800 on the leased
aircraft.
                                17
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - OPERATING LEASES

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
Company also leases a hanger in Billings, Montana at the Logan International
Airport at a lease rate of $16,852 per year or $1,404 per month the lease is
for a term of five years ending October 31, 2007. These operating lease
agreements contain scheduled rent escalation clauses based on changes in the
consumer price index that are being amortized over the term of the lease using
the straight-line method.

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

          2004                           $           29,674
          2005                                       29,674
          2006                                       29,674
          2007                                       29,674
          2008                                       12,791
          Thereafter                                294,204
                                                 __________
                                         $          425,691
                                                 __________

The Company also leased aircraft from Mallette Family LLC and CLB on a month-
to-month basis.  The aircraft lease agreement required the Company to pay a
refundable deposit equal to one month's base rent at inception of the lease.
The Company then paid a monthly base rent and a contingent rent based on the
number of flight hours for each aircraft.  The Company was responsible for all
costs associated with normal maintenance and aircraft insurance.  The lessor
reimbursed all major repairs and replacements of engines and their components.
On July 31, 2003, the Company purchased 16 of the leased aircraft for
$17,330,569 [See Note 7].  Subsequent to October 31, 2003, the Company
purchased an additional 16 aircraft [See Note 20].  The total security
deposits which equaled two month's rent per aircraft or $510,500 were applied
against the purchase of aircraft from Mallette Family. LLC. In addition, the
lessor gave the Company a one-month rent holiday for January 2003 which has
been amortized through the date of purchase for the aircraft leased from
Mallette Family LLC and through October 31, 2003 for the aircraft leased from
CLB.

Rental expense for all aircraft leases is as follows for the years ended
October 31:

                                                     2003        2002
                                                  __________  __________
     Minimum rentals                              $1,838,500  $3,347,113
     Contingent rentals                              447,925     958,093
                                                  __________  __________
                                                  $2,286,425  $4,305,206
                                                  __________  __________
                                18
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - RELATED PARTY TRANSACTIONS

Leased Aircraft - During the year ended October 31, 2003 and 2002, the Company
leased aircraft from CLB Corporation (CLB) and Mallette Family, LLC, which are
owned by an officer and significant stockholder of the Company. The lease
payments vary depending on the type of aircraft and are due on a month-to-
month basis. The Company owed lease payments of $652,591 and $325,425 to these
related parties at October 31, 2003 and 2002, respectively.  Total lease
expenses to related parties are as follows for the year ended October 31:
                                                   2003       2002
                                                __________    __________
    CLB Corporation                             $1,488,880    $2,276,440
    Mallette Family, LLC                           797,545     2,028,766
                                                __________    __________
                                                $2,286,425    $4,305,206
                                                __________    __________

The Company performed maintenance and certain qualified repairs on these
leased aircraft per the terms of the lease agreements.  The Company charges
CLB and Mallette Family, LLC cost plus ten percent markup on all parts and a
fixed rate of $55 per hour for labor.  Total related party sales and cost of
sales related to aircraft maintenance are as follows for the year ended
October 31:
                                                   2003       2002
                                                 __________  __________
   Total related party sales                     $1,691,119  $1,203,535
   Total related party cost of sales             (1,377,532)   (921,765)
                                                 __________  __________
   Gross margin on related party
     transactions                                $  313,587  $  281,770
                                                 __________  __________

At October 31, 2003 and 2002, the Company had a receivable of $128,741 and
$571,489, respectively, related to these repairs, reported under accounts
receivable-related parties on the balance sheet.
Note Receivable - During the year ended October 31, 2001, the Company loaned
$2,500,000 to Mallette Family, LLC. This note accrued interest at 6.50
percent, was unsecured, and was due December 2003. There were no payments
received on this note during fiscal 2002. The note was offset against the
final purchase of the aircraft from Mallete Family, LLC. [See Note 7]

Purchase Option Agreement - In August 2002, the Company entered into an option
agreement to purchase five aircraft from Mallette Family LLC for a total
purchase price of $4,440,000. The agreement required the Company to pay a
nonrefundable deposit of $1,350,000.  This amount represents consideration for
the option equal to the cost of the two of the airplanes, which was applied
towards the purchase price of the aircraft upon exercise of the option, and
collateralized by a security interest in the two aircraft. In the event the
Company failed to exercise the option to purchase the five aircraft by August
1, 2003, Mallette Family LLC was to consider the deposit as payment in full
for two of the airplanes and agreed to transfer good title to the Company.
During July 2003, the option agreement was rescinded and the deposit was
applied as consideration for the purchase of 16 aircraft from the Mallette
Family, LLC. [See Note 7]
                                19
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - RELATED PARTY TRANSACTIONS [Continued]

Note Receivable - The Company loaned $1,000,000 to an Officer and majority
shareholder of the Company during the year ended October 31, 2000. The note
bears interest at 6.25%, is unsecured, and matures in March of 2003. The
balance of the note including all accrued interest at October 31, 2001 was
$393,719. During the year ended October 31, 2002, the balance of the note plus
all accrued interest was paid in full. The Company received cash payments
totaling $252,085 from the officer and applied $146,700 from the officer's
bonus to settle the balance owed on the note. Interest income recognized from
the note during the year ended October 31, 2002 was $5,066.

Subsequent Aircraft Purchase - In December 2003, the Company acquired 16
aircraft from CLB Corporation for $9,900,000 which included $9,103,966 in
preferred stock of the Company's subsidiary Alpine Aviation, Inc. and the
assumption of the underlying debt on the aircraft totaling $707,644 and credit
for $88,390 owed the Company by CLB for prior maintenance work on the
aircraft. As the aircraft were purchased from a related party they will be
recorded at their carryover basis of $4,111,500.

Related Party Charter Flights and Aircraft Leasing  The Company leases
aircraft to Sundance Air, Inc. which is 33% owned by an Officer and majority
shareholder of the company.  At October 31, 2003, the Company had a receivable
of $260,039 and carried lease deposits of $124,800.  During the year ended
October 31, 2003 the Company, recorded leasing revenues of $486,226 and
charter service revenues of $164,061.  The Company further recorded payments
of $282,456 which the Mallette Family, LLC collected from Sundance Air, Inc.
on behalf of the Company during this period.  These amounts were offset
against the outstanding related party note payable.

Note Payable   Related Party-  In connection with the amended purchase of the
aircraft the Company issued a note to Mallette Family, LLC in the amount of
$1,476,381.  The note payable dated July 31, 2003, bears interest rate of 6.5%
and called for payments of $33,624 due for 14 monthly installments with the
balance due November 1, 2004. Mallette Family, LLC collected $282,456 from
Sundance Air, Inc. on behalf of the Company and recorded principle and
interest payments of $259,197 and $23,259, respectively, against the note.
Subsequent to October 31, 2003, Mallete Family, LLC. collected $102,150 from
Sundance Air, Inc. on behalf of the Company and recorded principle and
interest payments of $97,962 and $4,188, respectively. Mallette Family LLC
further made note payments of $43,312, net of interest of $754, on behalf of
the Company.  Mallette Family, LLC has agreed to forestay future payment until
required by the notes balloon payment due November 1, 2004.  The note has been
recorded in the accompanying financial statements as follows:

   Note payable   related party                          $ 1,261,250
                                                         ___________
                                  Less current portion       (97,962)
                                                         ___________
                                  Long-term portion      $ 1,163,288
                                                         ___________
                                20
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11   LONG TERM DEBT

   Notes payable arose from the purchase of aircraft on July 31, 2003 [See
   Note 7]  and consisted of the following at October 31, 2003:
                                                                October 31,
                                                                  2003
                                                              __________
Note payable, assumed at July 31, 2003 with a balance of
$944,533, due September 2009. Interest rate of 90-LIBOR
+ 3.25%. Secured by Beech 1900 C, Reg # N-17ZV. Personally
guaranteed by an Officer/shareholder. Subsequently paid off
through the return of the underlying aircraft classified as
a long term liability in the accompanying financial statements
as it was subsequently paid through a non-current asset             $ 919,853

Note payable, assumed at July 31, 2003 with a balance of
$944,535.  Secured by Beech 1900 C, Reg # N-410UB Personally
guaranteed by An Officer/shareholder The $924,762 balance of
the note was paid through the return of the underlying
aircraft on October 27, 2003.                                               -

Note payable, assumed at July 31, 2003 with a balance of $944,533.
Secured by Beech 1900 C, Reg # N31764. Personally guaranteed by
an Officer/shareholder The $909,511 balance of the note was paid
through the return of the underlying aircraft on September 15, 2003.        -

Note payable, assumed at July 31, 2003 with a balance of $1,136,160,
due March 28, 2007. Interest rate of Lender Prime + 1% or 6% at
October 31, 2003. Secured by 1984 Beech 1900 C, Reg #N-194GA.
Personally guaranteed by an Officer/shareholder.                    1,136,753

Note payable, $2,750,000, assumed at July 31, 2003 with a balance
due of $2,085,407, due December 28, 2008. Interest rate at Lender's
prime rate or 4% at October 31, 2003. Secured by 1900C, Reg
# N-198GA and N-172GA. Personally guaranteed by an Officer/
shareholder.                                                        2,085,407

Note payable, assumed at July 31, 2003 with a balance of $3,850,000,
due September 29, 2007. Interest rate of Lender Prime or 4% at
October 31,2003.  Secured by 1900C, Reg # N-154GA, N-1195GA, and
153GA. Personally guaranteed by an officer/shareholder.             3,850,000
                                                                   __________
                                                                    7,992,013
                                            Less current portion   (1,399,536)
                                                                   __________
                                            Long-term portion      $6,592,477
                                                                   __________

The estimated aggregate maturities required on long-term debt for each of
the individual years at October 31, 2003 are as follows:

                                         2004 $       1,399,536
                                         2005         1,474,351
                                         2006           887,548
                                         2007           924,220
                                         2008           962,407
                                  Thereafter          1,424,097
               Note paid through returned aircraft      919,854
                                                    ___________
                                                   $  7,992,013
                                                     __________
                                21
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - RECEIVABLE FROM MINORITY INTEREST

In May 2002, the Company completed expansion of cargo air carrier operations
and established an eighty-five-percent owned foreign subsidiary, Alpine Air
Chile S.A. (Chile), headquartered in Santiago, Chile. There were no revenues
for the fiscal year 2002, as actual flight operations of Chile did not
commence until after October 31, 2002. All expenses incurred during the period
ended October 31, 2002 represented startup costs required to set up operations
and provide pilot training. During 2003, the Company recorded an allowance
against the balance of the minority interest receivable of $24,569 due to the
inability of the minority shareholders to absorb the losses. The Company, as
the majority shareholder, will absorb all losses subsequent to October 31,
2002 attributable to minority shareholders.

The following table provides selected financial information for the Chilean
operations for the years ended October 31, 2003 and 2002 in US dollars:

                                                       2003        2002

     Total assets                                    $328,903    $625,156
     Loss before income taxes                         937,812     243,238
     Net loss                                         937,812     243,238
NOTE 13   STOCKHOLDERS EQUITY

Common Stock - The Company is authorized to issue 20,000,000 shares of $.001
par value common stock. As of October 31, 2003 and 2002, 11,000,000 shares are
issued or outstanding.

Preferred Stock - The Company is authorized to issue 1,000,000 shares of $.001
par value preferred stock with such rights and preferences and in such series
as determined by the Board of Directors at the time of issuance.  No shares
are issued or outstanding as of October 31, 2003 and 2002.

Stock option plan - In August 2001, the stockholders approved the adoption of
an equity incentive plan. The plan allows the Company to issue incentive stock
options (ISO's), non-statuatory stock options and restricted shares to
employees, directors, and consultants of the Company. Annually, commencing
January 2002, the aggregate number of shares of the Company's common stock
available for award under the plan shall increase by the lesser of 250,000 or
seven percent of the outstanding stock less the number of shares previously
authorized for the plan. As of October 31, 2003 and 2002 a total of 770,000
shares of the Company's common stock have been reserved for issuance under the
plan, respectively. At October 31, 2003, 587,235 options are available for
issuance under the plan. The plan terminates, and no further options may be
granted after August 18, 2011.
                                22
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - STOCKHOLDERS EQUITY [Continued]

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.
Additionally, no individual may be granted more than 100,000 options in any
given year. All options issued under the plan are exercisable for ten years
and vest after two years. The Company has not received and does not intend to
request a determination from the Internal Revenue Service that the options
issued under the plan will qualify under the Code for treatment as qualified
incentive stock options.

The Company has adopted the disclosure only provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123). Therefore, the Company continues to account for
stock based compensation under Accounting Principles Board Opinion No. 25,
under which no compensation cost has been recognized.
The fair value of these options was estimated at the date of grant using the
Black-scholes option-pricing model with the following weighted-average
assumptions, risk-free interest rate of four percent for the years ended
October 31, 2002; weighted average expected life is seven years for the
outstanding options. It is assumed that no dividends will be paid during the
periods of calculation. At October 31, 2002, volatility is calculated to be
seventy-one, resulting in a respective weighted-average fair value per option
of $5.90. Option pricing models require the best-input assumptions available
were used to value the options and management believes the resulting option
values are reasonable.

A summary of the status of the options outstanding under the Company's stock
option plans at October 31, 2003, is presented below:

                               October 31, 2003       October 31, 2002
                                    Weighted Average         Weighted Average
                            Shares   Exercise Price   Shares   Exercise Price
                            ______  ________________  ______ ________________
Outstanding at beginning of
period                      197,052      $7.60        208,161       $7.60
Granted                           -          -            854        7.50
Exercised                         -          -              -           -
Forfeited                   (14,287)      7.50        (11,963)       7.50
Expired                           -          -              -           -
                           ________ ________________  _______ _______________

Outstanding at end of
Period                      182,765      $7.61        197,052       $7.60
                           ________ ________________  _______ _______________

Weighted average fair
value of options granted
during the year                   -          -            854       $5.90
                           ________ ________________  _______ _______________

A summary of the status of the options outstanding under the Company's stock
option plans and employment agreements at October 31, 2003 is presented below:

<TABLE>
<CAPTION>

                   Options Outstanding              Options Exercisable
                             Weighted-
                             Average       Weighted-                Weighted-
Range of     Number         Remaining       Average       Number     Average
Exercise    of Shares      Contractual     Exercise     of Shares    Exercise
 Prices    Outstanding     Life (years)      Price     Exercisable    Price
<S>         <C>            <C>             <C>         <C>            <C>
$ 7.50-$8.25   182,765        6.5 years      $ 7.61        156,099     $ 7.61

</TABLE>
                                23
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - INCOME (LOSS) PER COMMON SHARE

The following data show the amounts used in computing net income (loss) per
common share, for the year ended October 31:

                                                     2003          2002
                                                   ________      ________
   Net income (loss) available to
    common shareholders                         $(1,418,549)    $ (54,019)
                                                   ________      ________
   Common shares outstanding during the entire
    period                                       11,000,000    11,000,000
   Weighted average common shares issued during
    the period                                            -             -
                                                   ________      ________
   Weighted average number of common shares used
    in basic EPS                                 11,000,000    11,000,000
   Dilutive effect of stock options                       -             -
                                                   ________      ________
   Weighted average number of common shares
    and dilutive potential common stock used in
    diluted EPS                                  11,000,000    11,000,000
                                                   ________      ________

For the year ended October 31, 2003 and 2002, 182,765 and 197,052 outstanding
options, respectively, were excluded from the calculation of diluted earnings
per share because their effect was anti-dilutive.  During November, 2003, the
Company has issued of 22,000 shares of common stock in payment of $42,977 in
accounts payable. Subsequent to year end the Company issued 1,000,000 series
A,  6.5% preferred shares of the Company's subsidiary Alpine Aviation, Inc.
with a stated value of $9.104 per share, for the purchase of aircraft.

NOTE 15   INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 Accounting for Income Taxes [SFAS No.
109].  SFAS No. 109 requires the Company to provide a net deferred tax asset
or liability equal to the expected future tax benefit or expense of temporary
reporting differences between book and tax accounting and any available
operating loss or tax credit carryforwards.  At October 31, 2003 and 2002,
respectively, the total of all current tax assets was $60,323 and $96,895 and
the total of the deferred tax liabilities was $664,785 and $6,002.  The amount
of and ultimate realization of the benefits from the deferred tax assets for
income tax purposes is dependent, in part, upon the tax laws in effect, the
Company's future earnings, and other future events, the effects of which
cannot be determined.
                                24
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - INCOME TAXES [Continued]

The components of income tax expense (benefit) from continuing operations for
the years ended October 31, 2003 and 2002 consist of the following:
                                                       2003          2002
                                                   ___________   ___________
      Current income tax expense (benefit):
         Federal                                   $  (855,341)  $   122,175
         State                                        (160,416)       25,156
                                                   ___________   ___________
            Current tax expense (benefit)           (1,015,757)      147,331
                                                   ___________   ___________
      Deferred tax expense (benefit) arising from:
         Excess of tax over financial accounting
          depreciation                             $   713,623   $     2,224
         Allowance for bad debt                              -        18,960
         Reserve for accrued vacation                   27,239       (12,521)
         Tax effect of prior period adjustment               -      (147,200)
         Capital loss carryforward                      14,201        45,000
         Foreign net operating loss carryforward      (140,672)      (36,486)
         Alternative minimum tax credits               (54,841)            -
         Valuation allowance                           126,471        (8,515)
                                                   ___________   ___________
             Net deferred tax expense (benefit)    $   686,021   $  (138,537)
                                                   ___________   ___________

Deferred income tax expense results primarily from the reversal of temporary
timing differences between tax and financial statement income.

A reconciliation of income tax expense at the federal statutory rate to income
tax expense at the company's effective rate is as follows:
                                                        2003          2002
                                                    ___________   ___________
        Computed tax at the expected statutory rate      34.00%        34.00%
        State and local income taxes, net of federal
          benefit                                         3.96%         3.96
        Change in valuation allowance                    (7.23)%       15.80
        Foreign loss disallowed                         (12.32)%     (103.79)
        Other Items                                      (2.69)%       33.71
        Alternative minimum tax credits                   3.14%            -
                                                    ___________   ___________
             Income tax expense                          18.86%      (16.32)%
                                                    ___________   ___________
                                25
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - INCOME TAXES [Continued]

The temporary differences, tax credits and carryforwards gave rise to the
following deferred tax asset (liability) at October 31, 2003 and 2002:
                                                 2003             2002
                                                ____________  _______________
   Allowance for bad debt                       $     18,980  $        19,000
   Unrealized gain on marketable securities           15,345           24,682
   Reserve for accrued vacation                       25,994           53,213
                                                ____________  _______________
             Net current tax assets                   60,319           96,895
                                                ____________  _______________
   Capital Loss Carryforward                         146,622          160,823
   Foreign net operating loss carryforward           177,157           36,485
   Valuation allowance                              (323,779)        (197,308)
   Alternative minimum tax credits                    54,841                -
   Excess of tax over book accounting depreciation  (719,626)          (6,002)
                                                ____________  _______________
             Net deferred tax (liability)           (664,785)          (6,002)
                                                ____________  _______________
             Net tax assets (liability)         $   (604,466) $        90,893
                                                ____________  _______________

As of October 31, 2003 and 2002 Alpine Air Chile has foreign net operating
loss carryforwards of approximately $1,181,045 and $243,000.  The Company also
has capital loss carryforwards of $423,296 that expire as follows: $200,023 in
2004 and $223,273 in 2005. A valuation allowance was recorded at October 31,
2003 and 2002, due to uncertainty of whether the company is more than likely
not to generate sufficient capital gains and foreign income to utilize the
benefit of these loss carryforwards before their expiration.  The change in
the valuation allowance for the year ended October 31, 2003 was approximately
$126,471.

NOTE 16 - SEGMENT INFORMATION

The Company's segments are based on operating geographic regions.  Management
considers the geographical segments of the Company to be the only reportable
operating segments.  These operating segments are evaluated regularly by
management in determining the allocation of resources and in assessing the
performance of the Company.  Management evaluates performance based on sales
revenue and the amount of operating income or loss.

Segment profit or loss is based on profit or loss from operations before
income taxes.  Interest income and expense as well as income taxes, are not
included in the Company's determination of segment profit or loss in assessing
the performance of a segment.
                                26
<PAGE>       ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 - SEGMENT INFORMATION [Continued]

Financial information summarized by geographic segment for the year ended
October 31, 2003 are listed below:
                                   Income (loss)   Long-
                                   before income   lived       Total
                          Revenues      taxes      assets      assets
                        ___________  _________   ___________  ___________
  United States         $10,138,445  $(810,473)  $16,809,978  $19,849,347
  Chile                     151,986   (937,812)       10,442      328,903
                        ___________  _________   ___________  ___________
  Reportable
  segments total        $10,290,431 $(1,748,285) $16,820,420  $20,178,250
                        ___________  __________  ___________  ___________

Financial information summarized by geographic segment for the year ended
October 31, 2002 is listed below:
                                   Income (loss)   Long-
                                   before income   lived       Total
                          Revenues      taxes      assets      assets
                        ___________  _________   ___________  ___________
  United States $        12,381,839  $ 189,338  $  1,691,023  $ 9,947,755
  Chile                           -   (243,238)      177,210      625,156
                        ___________  _________   ___________  ___________
  Reportable
  segments total        $12,381,839  $ (53,900) $  1,868,233  $10,572,911
                        ___________  _________   ___________  ___________

NOTE 17 - CONCENTRATIONS

U.S. Postal Service Contracts - The Company receives the majority of its
revenues from contracts with the U.S. Postal Service (USPS).  For the year
ended October 31, 2003 and 2002, the revenues from contracts with the USPS
represented 68 percent and 86 percent of total revenues, respectively.  At
October 31, 2003 and 2002, accounts receivable from the USPS totaled $465,020
and $666,051, or 95% and 97%, respectively.  The contracts currently in effect
with USPS will expire between August and November 2006.  The loss of this
customer would have a material negative effect on the operations of the
Company.

On June 23, 2003 the USPS informed the Company that we were not awarded AMOT
contracts on the routes we were currently flying.  Following this notification
the Company asked and received a redetermination from USPS awarding the
Company all routes  previously flown.
                                27
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 - CONCENTRATIONS

Aircraft Leases   The Company leases aircraft to Sundance Air, Inc. located in
Puerto Rico  which is 33% owned by an Officer and majority shareholder of the
Company. [See Note 8]

Engine Overhauls   The Company leased several aircraft from Mallette Family
LLC  an entities owned by the Company's Officer and majority shareholder
through July 31, 2003 and paid the lessor an hourly rate for engine usage, as
the lessor was responsible for overhaul expense.  During August 2003 one of
the aircraft purchased suffered an engine failure resulting in the Company
accruing a contingent liability for $134,500 for replacement of the engine as
the Company adopted a policy to expense the cost of engine overhauls at the
time the expense is incurred.

The Company operates its aircraft under a certificate which allows it to
accumulate time between overhauls (TBO) in excess of manufacturers
recommendations.  The Company regularly inspects its engines.  However, a
majority of the engines used by the Company have accumulated TBO in excess of
manufacturers recommendations and the Company expects that the majority of its
engines will come due for overhaul during the next 1 to 5 years.

An engine overhaul can involve only one section of an engine or may involve
multiple sections as well as replacing certain life limited parts within the
engine.  The typical cost of overhauling just one section versus the entire
engine ranges from approximately $30,000 to $120,000.
NOTE 18   COMMITMENTS AND CONTINGENCIES

401(k) Profit Sharing Plan - The Company has an employee benefit plan under
Section 401(k) of the Internal Revenue Code.  Employees who have at least
three months of service with the Company may contribute a portion of their
compensation up to the federal limit to the 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. For the years October 31, 2003 and
2002, the Company contributed $47,277 and $45,504, respectively. During August
2003, the Company's Board of Directors approved and terminated the Company's
401(k) Profit Sharing Plan.
Litigation - In December 2002, the Company, Eugene Mallette (CEO) and Kenneth
D. Holliday (a former consultant and current director) were named in a lawsuit
for damages in the amount of $2 million per defendant.  The suit alleges that
an officer of the Company misappropriated what is purported to be confidential
information obtained from a current board member.  The Company and its officer
and directors deny the allegations, have retained counsel and are vigorously
defending the lawsuit.  It is not possible at this time to reasonably estimate
the impact, if any on the Company's financial statements.

The Company has been named in a lawsuit by a former employee for claims of
approximately $50,000 related to wrongful termination.  The Company has made
an offer to settle which was turned down.  The case is still in the discovery
process.  The Company intends to vigorously defend itself against the lawsuit.

The Company has been informed of a second lawsuit by a former employee for
claims of  wrongful termination, which the parties have agreed to resolve via
binding arbitration.
                                28
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19   QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized financial data by quarter for fiscal 2003 and 2002 are as follows:

2003                                                               Net Income
                                        Gross      Net Income      (loss) per
                           Revenues     Profit        (loss)    diluted share
                          __________    _________   _________   _____________
  First Quarter -restated $2,538,668    $ 292,185   $(125,722)  $       (0.01)
  Second Quarter           3,278,836      569,681     (40,090)          (0.01)
  Third Quarter            1,874,495     (105,200)   (331,795)          (0.03)
  Forth Quarter -restated  2,598,432      259,950    (920,942)          (0.08)
                         ___________    _________   _________   _____________
                         $10,290,431   $1,016,616 $(1,418,549)  $       (0.13)
                         ___________    _________   _________   _____________

2002                                                               Net Income
                                        Gross      Net Income      (loss) per
                           Revenues     Profit        (loss)    diluted share
                          __________    _________   _________   _____________
  First Quarter -restated $2,929,605    $  71,745   $ (84,552)  $        (.01)
  Second Quarter           2,976,884      629,452     119,937             .01
  Third Quarter            3,085,078      251,412     134,789             .01
  Forth Quarter -restated  3,390,272      438,873    (224,193)           (.02)
                          __________    _________   _________   _____________
                         $12,381,839   $1,391,482   $ (54,019)  $        (.01)
                          __________    _________   _________    ____________

NOTE 20   GOING CONCERN

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles of the United States
of America, which contemplate continuation of the Company as a going concern.
The Company has experienced significant current year losses from operations
which management believes resulted from the operations of Alpine Air, Chile,
the temporary loss of USPS contract, the decreasd rate per pound negotiated in
the new USPS contract, the return of aircraft to the note holder, and the
failure of an aircraft engine . This has raised concern about the ability of
the Company to continue as a going concern. The Company has mitigated the
recent losses through Management plans which have included the reduction of
any further significant investment into Alpine Air Chile, reduction of payroll
and other operating expenditures, the purchase of the aircraft from the lessor
seeking to reduce the liquidity demands on the Company and stayed the payments
on the related party note payable and the dividends on subsequently issued
preferred stock due to the Company's Officer and majority shareholder.
                                29
<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 21   SUBSEQUENT EVENTS

During November 2003, the Company issued of 22,000 shares of common stock for
consulting services valued at approximately $42,977 recorded in accounts
payable at October 31, 2003.

During December 2003, the Company closed its acquisition of aircraft from CLB
Corporation, an entity controlled by an Officer and majority shareholder of
the Company.  The Company assumed debt of $796,034 and issued preferred stock
of the Company's Subsidiary, Alpine Aviation, Inc., with a stated value of
approximately $9,103,966. The preferred stock provides for monthly dividends
at an annual rate of 6.5%, and are not convertible. The Company can redeem the
subsidiary's preferred stock any time and CLB can call for redemption of the
subsidiary's preferred stock any time after December 31, 2008.

During November 2003, the Company entered into an agreement with a consulting
firm for a cost of $2,500 per month for the period from November 1, 2003
through October 31, 2004.
                                30
<PAGE>

                                SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                 Alpine Air Express, Inc.


Date: 2/25/04                     By: /s/ Eugene Mallette
     ---------                       -----------------------
                                     Eugene Mallette, Chief Executive Officer
                                     and Director


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

Date: 2/25/04                         /s/ Eugene Mallette
     ---------                       -----------------------
                                     Eugene Mallette, Chief Executive Officer
                                     and Director


Date: 2/25/04                         /s/ Leslie Hill
     ---------                       -----------------------
                                     Leslie Hill, Chief Financial Officer


Date: 2-25-04                         /s/ Max A. Hansen
     ---------                       -----------------------
                                     Max A. Hansen, Secretary/Treasurer and
                                     Director


Date: 2/25/04                         /s/ Joseph O. Etchart
     ---------                       -----------------------
                                     Joseph O. Etchart, Director


Date: 2/25/04                         /s/ Kenneth D. Holliday
     ---------                       ------------------------
                                     Kenneth D. Holliday, Director


Date: 2-25-04                         /s/ David R. Bruck
     ---------                       -----------------------
                                     David R. Bruck, Director


Date: 2-25-04                         /s/ Ronald K. King
     ---------                       ------------------------
                                     Ronald K. King
<PAGE>