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

                                  FORM 10-KSB
(Mark One)

  [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

     For the fiscal year ended October 31, 2005
                               ----------------

  [ ] 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
                                               --------------

<PAGE>

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.    [ ]

     State issuer's revenues for its most recent fiscal year: $22,629,890
                                                              -----------
     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: $339,029 as of
January 20, 2005.

    (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 January 26, 2006, the
Registrant had 36,271,467 post-split 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>

                                    PART I

                      ITEM 1. DESCRIPTION OF BUSINESS

Background
----------

     Alpine Air Express, Inc., a Delaware corporation ("Alpine Air"), is
engaged in the air cargo business through its wholly owned subsidiary, Alpine
Aviation, Inc., a Utah corporation ("Alpine Aviation").  Alpine Aviation was
organized on October 7, 1975, in the state of Utah.  Alpine Aviation has been
operated by the same management since 1986.  Alpine Aviation is an air cargo
operator, transporting mail packages and other time-sensitive cargo between 16
cities in the western portion of the mainland United States in addition to an
air cargo operation serving all of the Hawaiian Islands since the end of April
2004, and previously operated a small passenger air service in Chile, S.A.
(now discontinued).  Alpine Aviation began its operations in the 1970's with
the intent of being a regional charter and cargo carrier.  After present
management acquired control in 1986, Alpine Aviation began to focus less on
the charter or passenger services and more on the cargo aspects of the airline
industry.  Throughout most of the 1990's, Alpine Aviation has focused more and
more on hauling mail for the United States Postal Service because of their
favorable contracts, routes and payment practices.  As a result of this focus,
approximately 97% of Alpine Aviation's revenues now come from the Postal
Service.

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

     On June 12, 2000, Alpine Air, under its former name, entered into an
agreement and plan of reorganization with Alpine Aviation, pursuant to which
Alpine Air acquired all of the outstanding shares of Alpine Aviation.
Pursuant to the terms of the reorganization, Alpine Air issued 9,895,000
shares of its common stock to the stockholders of Alpine Aviation in exchange
for all of the issued and outstanding shares of Alpine Aviation.  As a result
of the reorganization, Alpine Aviation became a wholly owned subsidiary of
Alpine Air.  At the time of the reorganization, Alpine Air had 1,000,000
shares of common stock outstanding.  Following the reorganization, Alpine Air
had 10,895,000 shares outstanding, which was composed of the 1,000,000 shares
outstanding prior to the issuance of shares for Alpine Aviation and the
9,895,000 newly issued shares to the Alpine Aviation stockholders.  Alpine Air
subsequently issued an additional 105,000 shares, bringing the total
outstanding shares to 11,000,000 as of 2003. During 2004 and 2005 the Company
issued 122,000 shares, bringing the total outstanding shares to 11,122,000 at
2005.  As a result of the reorganization, the management of Alpine Aviation
assumed control over Riverside Ventures and changed the company's name from
"Riverside Ventures, Inc." to the current name of "Alpine Air Express, Inc."
The reorganization has been treated as a "reverse merger," with Alpine
Aviation as the surviving entity for accounting purposes and Alpine Air the
surviving entity for corporate purposes.

     In May, 2002, Alpine Air formed a subsidiary known as Alpine Air Chile
S.A. ("Alpine Air Chile"), which was headquartered in Santiago, Chile.  This
subsidiary began operations after the end of our 2002 fiscal year.  Alpine Air
Chile  is an 85%- owned subsidiary. The operations of Alpine Air Chile were
discontinued during the current fiscal year (2005)

<PAGE>

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

     Alpine Aviation currently has 14 air cargo routes covering 16 western
cities in four states in the mainland U.S. and 6 routes covering several of
the Hawaiian Islands.  Most routes are flown every day and some multiple times
per day.  In fiscal 2005, Alpine Aviation transported 24,380 tons of cargo.
The largest component of Alpine Aviation's cargo mix is U.S. mail, which
accounted for approximately 97% of our fiscal 2005 revenue.  Alpine Aviation
has consistently garnered awards from the U.S. Postal service for timeliness,
ranking in the top 10% for on time performance among contract carriers for the
U.S. Postal Service ("USPS").  The USPS delivers and picks up all cargo we
carry at the aircraft, unless other arrangements are called for separately by
the contract.  When the USPS delivers and picks up the mail at the side of our
aircraft, we are able to reduce our costs significantly.

     Until August 2004, Alpine Air Chile used one Beechcraft 99
passenger/cargo aircraft to provide passenger service between Puerto Montt and
Chaiten.  The aircraft was also configured to allow limited cargo service
between these two points.

     Prior to 2004, Alpine Aviation and Alpine Air Chile leased 22 aircraft on
two national certificates.  All of these aircraft are smaller turbo-prop
aircraft.  In 2004, with the acquisition of aircraft, Alpine now operates 30
aircraft on two national certificates.  The largest aircraft in our fleet is a
Beechcraft 1900, which holds approximately 5,400 pounds of cargo.  Our other
aircraft type is the Beechcraft 99, which hold 3,400 pounds of cargo.  All of
our aircraft have been acquired from the former lessors, Mallette Family, LLC
and CLB Corporation, and from Raytheon Corporation.

     On July 31, 2003, Alpine Aviation purchased 16 aircraft from Mallette
Family, LLC, for a total price of $17,330,569.  This purchase was made up of
14 Beechcraft 1900's and two Model 99's.  After taking into account certain
credits due to Alpine Aviation and Alpine Aviation's assumption of underlying
debt, the net purchase price was $1,476,381, for which amount Alpine Air has
executed a promissory note payable in 14 monthly payments of $33,624.29, with
a balloon payment initially due on November 1, 2004 which has been deferred to
November 1, 2006.   This net purchase price reflects a downward adjustment of
$241,612 to take into account a higher debt assumption by Alpine Aviation than
the parties had originally recorded.  This transaction was disclosed in a
Current Report on Form 8-K dated July 31, 2003, which was filed with the
Securities and Exchange Commission on August 15, 2003, and which is
incorporated herein by reference.  See Part III, Item 13 of this Annual
Report.

     On December 15, 2003, Alpine Aviation purchased 16 Beechcraft Model 99's
from CLB Corporation for a total purchase price of $9,900,000.  After
deductions for certain credits due to Alpine Aviation and the assumption of
underlying debt, the net purchase price was $9,103,966.  This purchase was
disclosed in a Current Report on Form 8-K, as amended, dated December 15,
2003, filed with the Securities and Exchange Commission on December 31, 2003
and August 6, 2004.  This Current Report is incorporated herein by reference.
See Part III, Item 13 of this Annual Report.

     On April 7, 2004, Alpine was awarded a new multi-year contract by
the U. S. Postal Service.  The new contract began service on April 24, 2004.
The service, includes routes throughout the Hawaiian Islands, which marks a
new region of operation for Alpine Air.  This contract was disclosed in a
Current Report on Form 8-K, dated April 7, 2004, filed with the Securities and
Exchange Commission on April 13, 2004.  This Current Report is incorporated
herein by reference.  See Part III, Item 13 of this Annual Report.

     In April 2004, the Company entered into a sale/leaseback agreement with a
third party, wherein, the Company sold an aircraft for $650,000 and entered
into an operating lease.  The Company has recorded a deferred gain of $355,716
which will be amortized over the life of the lease as an offset to lease
expense. The Company's major shareholder/officer has personally guaranteed the
loan of the third party for the purchase of the aircraft.  In addition,
$80,000 of the proceeds from this sale is invested in a time deposit as
collateral on the loan by the third party.  These funds are recorded as
restricted time deposit on the Company's records.

     In June 2004, the Company entered into a sale/leaseback agreement with a
third party, wherein, the Company sold an aircraft for $650,000 and entered
into an operating lease.  The Company has recorded a deferred gain of $517,929
which will be amortized over the life of the lease as an offset to lease
expense.  In addition, $80,000 of the proceeds from this sale is invested in a
time deposit as collateral on the loan by the third party.  These funds are
recorded as restricted time deposits on the Company's records.

     On February 18, 2004, the Company retained the services of Mr. Gerald W.
(Gerry) Lefavor.  On April 27, 2004, the Company named him as Director of
Accounting.   Mr. Lefavor assumed the accounting responsibilities previously
managed by Ms. Leslie Hill, who resigned as CFO of the Company.  This change
was disclosed in a Current Report on Form 8-K, dated April 27, 2004, filed
with the Securities and Exchange Commission on April 27, 2004.  This Current
Report is incorporated herein by reference.  See Part III, Item 13 of this
Annual Report. Mr. Lefavor subsequently resigned his position in April 2005.
This change was disclosed in a Current Report on form 8-K, dated April 15,
2005. In June 2005, the Company retained the services of Mr. Don T. Squire Jr.
and the Company named him as Director of Accounting. In September 2005, Mr.
Squire assumed the responsibilities of CFO.

     On October 8, 2004, the Company had previously reported a possible change
in control due to an agreement between StoneTree Group, LLLP ("StoneTree"), a
Delaware corporation, and Universal Express, Inc., a Nevada corporation
("Universal Express). The rights of Universal Express  were later assigned to
Capitalliance Financial Services, LLC ("Capitalliance"). However, to the
Company's knowledge, no definitive agreement was reached between Capitalliance
and StoneTree and the transaction has terminated by its own terms.

     On January 23, 2006, which is subsequent to the period covered by this
Report, the Company effectuated a split of its issued and outstanding shares
of common stock in the ratio of three shares for one.  Unless indicated
otherwise, all figures in this Report retroactively reflect this stock split.

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

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

     Customers increasingly focus on the timing and predictability of
deliveries rather than the mode of transportation. As customers re-engineer
the total distribution process, which includes order processing,
administration, warehousing, transportation and inventory management, they
attempt to reduce the most expensive and fastest growing component, inventory
carrying costs. Time-definite transportation, which is no longer limited to
air express, has become a critical part of just-in-time inventory management
and improving overall distribution efficiency.

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

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

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

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

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

Employees
---------

     The Company has 147 employees, 77 of which are full time, including 10 in
administration and 75 in flight operations, which includes 33 pilots.  No
employees belong to any labor union or have employment contracts.

                     ITEM 2. DESCRIPTION OF PROPERTIES

     Alpine Air is headquartered in its owned facility located in Provo, Utah.
This facility is on leased property at the Provo Municipal Airport.  The lease
has a term of 30 years, and will expire in 2030.  We also have two five-year
options to extend the lease.  Alpine Air currently pays a monthly rent of
$833.  The rental amount is to be adjusted every two years based on changes in
the consumer price index.  Our hangar consists of approximately 25,000 square
feet with attached corporate offices.  The hangar and offices have been paid
for at a cost of approximately $1,200,000.

     We also lease a 10,403 square foot hangar in Billings, Montana at the
Logan International Airport at a lease rate of $17,682 per year, or $1,474 per
month.  This lease is for a term of five years, ending October 31, 2007.

     We also have permits to lease and use hangar and office space with the
State of Hawaii, Department of Transportation for our air cargo operations
serving the Hawaiian Islands.

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

                        ITEM 3. LEGAL PROCEEDINGS

     Alpine Air was named in a lawsuit by a former employee for claims of
approximately $50,000 related to wrongful termination.  We made an offer to
settle which was turned down.  The plaintiff is not actively pursuing
prosecution and we believe the case may be dismissed for lack of prosecution.

     Alpine Air was also notified of a second lawsuit by a former employee for
claims of wrongful termination, which the parties have resolved via binding
arbitration.

     We have pursued legal action under arbitration to recover aircraft
under lease to a third party.  Three of five aircraft were recovered by
October 31, 2004.  The two remaining aircraft were recovered in November 2004.
The company received an arbitration order which was filed in the Utah Federal
District Court for the issue of lease payments due to Alpine Air, and it is
now in the collection process.

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

     No matters were submitted to a vote of stockholders of Alpine Air during
the fourth quarter of the fiscal year ended October 31, 2005.

                                PART II

     ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

     Alpine Air's common stock is currently quoted on the National Association
of Securities Dealers Electronic Bulletin Board under the symbol "APNX" (a
change in the previous "ALPE" symbol took place after the fiscal year end).
Set forth below are the high and low closing bid prices for our common stock
for each quarter.  These bid prices were obtained from Pink Sheets, LLC,
formerly known as the "National Quotation Bureau, LLC," All prices listed
herein reflect inter-dealer prices, without retail mark-up, mark-down or
commissions and may not represent actual transactions. These prices
retroactively reflect the three-for-one split of our issued and outstanding
common stock in January, 2006.


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

October 31, 2003                    $0.57                $0.32

January 31, 2004                    $0.40                $0.25

April 30, 2004                      $0.28                $0.17
July 30, 2004                       $0.20                $0.13

October 31, 2004                    $0.22                $0.12

January 31, 2005                    $0.16                $0.16

April 30, 2005                      $0.15                $0.13

July 30, 2005                       $0.19                $0.19

October 31, 2005                    $0.17                $0.17

     We cannot guarantee that the present market for our common stock will
continue or be maintained, and the resale of "unregistered" and "restricted"
shares pursuant to Rule 144 of the Securities and Exchange Commission may
substantially reduce the market price of our common stock.

Holders.
--------

     As of January 20, 2006, there were 36,271,461 post split shares of common
stock outstanding held by approximately 455 active holders of record,
including broker-dealers and clearing corporations holding shares on behalf of
their customers, as reported by the Company's transfer agent.  This figure
does not include an indeterminate number of stockholders who may hold their
shares in street name.

Dividends.
----------

     Since its inception, Alpine Air has paid no dividends on its common
stock, and we do not anticipate that we will pay any dividends in the
foreseeable future.

Recent Sales of Unregistered Securities.
----------------------------------------

     Except as indicated below, Alpine Air has not sold any equity securities
during the period covered by this Annual Report that were not registered
under the Securities Act of 1933, as amended.  All share figures discussed
below retroactively reflect the three-for-one reverse split of our issued and
outstanding common stock in January, 2006. On November 5, 2003, we issued
66,000 "unregistered" and "restricted" shares to the Gallatin Group in
consideration of services rendered valued at $42,977.

     In May, 2004, we issued 300,000 shares of common stock for consulting
services to a third party.  The shares were issued at $0.193 per share.

Subsequent to October 31, 2005, in November 2005, we issued 60,000 shares of
"restricted" common stock to an employee, Don Squire, as part of his
compensation package.

Subsequent to October 31, 2005, in December 2005, 2,845,467 shares of
"restricted" common stock were issued to SCS, Inc. in consideration for
services rendered.

<PAGE>

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

General.
--------

     Alpine Aviation Inc. provides air cargo transportation services in the
United States in Hawaii, Montana, Texas, and North and South Dakota.  We also
operated a limited passenger and cargo service in Chile, was discontinued in
2005. At the end of April 2004, we began operating in Hawaii after receiving
the contract awarded there by the U.S. Postal Service ("USPS").  While the
USPS is our primary customer, we have begun offering package delivery services
for local businesses between the islands in Hawaii. In addition to air cargo
transportation, the Company provides charter services to other cargo carriers,
provides maintenance service on aircraft owned or operated by third parties,
and operates a First Officer Training Program.

     During the fiscal year, cargo volumes rose nearly 50% over the prior
year.  This dramatic increase has come from servicing the USPS contract in
Hawaii.  In 2005, the Company carried over 24,380 tons as compared to 16,300
tons in 2004.  These increases have been the result of continued service in
the Hawaiian Islands. Next year we expect to see decreases in the overall
volume and revenues due to contract changes in the Hawaii operations, but
expect significant increases in profitability from the operations there.

     Although we experienced higher cargo volumes, our current contracts
with the USPS are providing less revenue per pound than our former contracts.
The reduction in per-pound revenue is due to the effects of the USPS
competitive bidding process.

     Revenues were over $22 million in 2005, over forty-six percent higher
than the nearly $15 million in 2004.  The primary increase in revenues came
from our contracts in Hawaii.

     The USPS requires the use of scanning equipment to track the tender,
load and delivery status of their mail.  The Company has invested between
three and four hundred thousand dollars in scanning equipment, software and
hosting services. In addition, the company has added personnel and engaged
consultants for training and implementation to support these requirements.
This has been an expensive proposition but the Company is committed to
providing its best efforts to meet the high service levels expected by the
USPS and to effectively manage these costs.

     Along with the rise in cargo volumes, the Company has experienced rising
costs in fuel, insurance, contract labor costs and professional services fees.
These costs along with the need to continue maintenance and repair of our
aircraft place a strong demand on our cash resources.  As a result, the
majority shareholder, Eugene R. Mallette, has elected to forego payments of
dividends and payments on notes payable to himself, Mallette Family LLC and
CLB Inc. in order to maintain the cash needed to fulfill daily cash
requirements and capital expenditures.

     Our Chile operations were discontinued during the current fiscal year as
is reflected on the accompanying financial statements.

<PAGE>

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

October 31, 2005 and 2004
-------------------------
     The Company has a working capital position of $(803,175), as compared to
working capital on October 31, 2004, of $491,151.  The decrease in working
capital has been the result of increased expenses due to the support required
by the Hawaii operations accompanied by costs associated with unexpected
engine replacements. The management team continues to make strong efforts to
maximize its cash resources to support all operations and has seen
considerable improvement in the past six months.

     The Company's reduced working capital was a result of multiple factors,
including increased parts inventory of $46,251, reduced cash balances of
$318,672, increased accounts receivable of $1,283,136, a reduction in
marketable securities of $213,823, and a reduction in both income taxes
receivable and deposits of $91,900 and $100,000 respectively.

     The increases in working capital for current assets were offset by
changes in current liabilities through an increase of $1,463,428 in accounts
payable activity along with an increase in accrued liabilities of $505,960
that includes a significant provision for property taxes (which are currently
under appeal and are expected to be reduced). Increases were also noted in the
current portion of notes payable of $69,863.

  Dividend payments associated with the issuance of preferred stock and notes
and obligations of the Company that are due to the Company's majority
shareholder, Eugene R. Mallette, have been deferred until November 1, 2006.
This is a significant commitment shown by the majority shareholder to utilize
the Company's cash resources to support the operating needs of the Company.

  Total assets decreased slightly from $24,998,885 on October 31, 2004 to
$24,543,565 on October 31, 2005. Total Liabilities increased from $12,862,208
to $14,539,192. Our stockholders' equity has also decreased from $12,136,677
to $10,004,373 for October 31, 2004 and October 31, 2005, respectively.

<PAGE> 10

At October 31, 2005 there was a net loss of $2,748,447.  Adjustments to
reconcile net loss to net cash provided by operating activities for the year
ended October 31, 2004 totaled $(707,791). Depreciation was $1,522,123 for an
increase of $22,924 over last year. In 2005, there is a provision for bad debt
for $50,085.

     The increase in cash from trade accounts payable and related party
accounts payable of $1,463,427 was offset by increases in trade accounts
receivable and related party accounts receivables totaling $1,228,220.  There
was an increase from income taxes receivable of $91,900, a reduction from
deferred tax benefits of $862,589.  There were decreases in cash associated
with deposits for aircraft of $100,000.

      Investing activities for the year ended October 31, 2005, provided
$1,152,571 in net cash primarily from the proceeds of the sale of marketable
securities and property and equipment.  In the year ended October 31, 2004,
investing activities provided net cash of $28,670.

     During the year ended October 31, 2005, financing activities used net
cash of $661,357.  We paid $1,362,357 on notes payable and $250,000 towards
notes payable related parties. For the year ended October 31, 2004, net cash
used in financing activities was $566,580, primarily from payments of $281,664
towards notes payable and $288,716 from payments to related party notes
payable for the year ended October 31, 2004.

     For the years ended October 31, 2005 and 2004, net increases (uses) in
cash and cash equivalents were $(318,672) and $679,903, and ending cash and
cash equivalents was $487,707 and $806,379, respectively.

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

     During the year ended October 31, 2005 and 2004, total operating revenues
were $22,629,890 and $14,958,446, revenues from operations increased to
$22,065,887 from $12,366,498, and revenue from public services decreased to
$564,003 from $2,591,948, respectively.  The increase in revenues is a
direct result of the continuation of the air cargo transportation contract for
Hawaii. Total direct costs substantially increased to $22,573,169 from
$13,449,276  for the years 2005 and 2004, respectively. The 68%
increase in total direct costs was fueled by substantial increases in fuel
costs and unscheduled engine repairs. As a note, all engine repairs,
overhauls, and replacements are currently expensed in the current period and
not capitalized and depreciated in future periods.

     Operating expenses saw substantial reductions to $1,460,994 from
$2,821,590 for the years ended October 31, 2005 and 2004 respectively.  The
savings initiatives implemented by management helped to reduce administrative
expenses nearly 48%.  Specifically, professional fees for attorneys, auditors
and consultants were reduced nearly 50% this year from last year,  to $404,216
from $889,887 for the years ended October 31, 2005 and 2004, respectively.

      During the year ended October 31, 2005 and 2004, other expense was
$964,783 and $536,035, respectively.  The increase of $428,748 in other
expense was primarily due to a loss on disposal of asset of $(352,177) and an
increase of interest expense of $62,937 (rise in variable rates on debts).

     Total income tax expense (benefit) for the year ended October 31, 2005
and 2004 were (873,684)  and ($470,342)  respectively.

     Safe Harbor Statement.
     ----------------------

     Statements made in this Form 10-KSB which are not purely historical are
forward-looking statements with respect to the goals, plan objectives,
intentions, expectations, financial condition, results of operations, future
performance and business of the Company, including, without limitation, (i)
our ability to retain existing commercial relationships and to obtain
additional profitable sources of revenue, and (ii) statements preceded by,
followed by or that include the words "may", "would", "could", "should",
"expects", "projects", "anticipates", "believes", "estimates", "plans",
"intends", "targets" or similar expressions.

     Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond the Company's control) that could
cause actual results to differ materially from those set forth in the
forward-looking statements, including the following, in addition to those
contained in the Company's reports on file with the SEC: general economic or
industry conditions, nationally and/or in the communities in which the Company
conducts business, legislation or regulatory requirements, the economic
condition of the U.S. Postal Service, changes in the air cargo, charter and
leasing industries, demand for air cargo, charter and leasing services,
competition, changes in the quality or composition of the Company's services,
our ability to develop profitable new sources of revenue, changes in
accounting principals, policies or guidelines, financial or political
instability, acts of war or terrorism, other economic, competitive,
governmental, regulatory and technical factors affecting the Company's
operations, services and prices.

     Accordingly, results actually achieved may differ materially from
expected results in these statements.  Forward-looking statements speak only
as of the date they are made.  The Company does not undertake, and
specifically disclaims, any obligation to update any forward-looking
statements to reflect events or circumstances occurring after the date of such
statements.

<PAGE>


           ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

                CONSOLIDATED FINANCIAL STATEMENTS

                        October 31, 2005
<PAGE>


              ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

       UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                            CONTENTS

                                                               PAGE


-     Report of Independent Registered Public Accounting Firm

-     Consolidated Balance Sheet at October 31, 2005

-     Consolidated Statements of Operations for years ended
      October 31, 2005 and 2004

-     Consolidated Statements of Comprehensive Income for years
      ended October 31, 2005 and 2004

-     Consolidated Statement of Stockholders' Equity

-     Consolidated Statements of Cash Flows, for the years ended
      October 31, 2005 and 2004

-     Notes to Condensed Consolidated Financial Statements



<PAGE>



                         Auditor's Report

      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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

We have audited the accompanying consolidated balance sheet of Alpine Air
Express, Inc. and Subsidiaries as of October 31, 2005 and the related
consolidated statements of operations, comprehensive income, stockholders'
equity (deficit) and cash flows for the years ended October 31, 2005 and 2004.
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 audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Alpine Air Express, Inc. and
Subsidiaries as of October 31, 2005 and the results of their operations and
their cash flows for the years ended October 31, 2005 and 2004, in conformity
with accounting principles generally accepted in the United States of America.


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

PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
January 11, 2006

<PAGE>




             ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEET

                              ASSETS

                                                             October 31,
                                                               2005
                                                               ___________
CURRENT ASSETS:
Cash and cash equivalents                                 $         487,707
Marketable securities                                                     -
Trade accounts receivable, net                                    2,446,619
Trade accounts receivable, net   related entity                      95,700
Inventories                                                         808,953
Prepaid expenses                                                    664,880
Income taxes receivable                                             103,297
Deposits                                                             55,000
Deferred tax asset, current                                         590,016
                                                               ___________
     Total Current Assets                                         5,252,172

PROPERTY AND EQUIPMENT, net                                      16,848,736

OTHER ASSETS                                                        168,154

DEFERRED TAX ASSET, long-term                                     2,274,503

                                                              _$ 24,543,565
                                                                   ___________


<PAGE>

                            [Continued]             ALPINE AIR EXPRESS, INC.
AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEET

                            [Continued]

               LIABILITIES AND STOCKHOLDERS' EQUITY

                                                             October 31,
                                                               2005
                                                               ___________
CURRENT LIABILITIES:
Trade accounts payable                                            3,343,300
Accounts payable related party                                        2,000
Accrued liabilities                                                 817,556
Refundable deposits                                                  95,700
Current portion of notes payable                                  1,496,791
Current portion of notes payable   related party                    300,000
                                                                ___________
     Total Current Liabilities                                    6,055,347

DEFERRED GAIN ON SALE OF ASSETS                                     620,183

NOTES PAYABLE, net of current portion                             5,278,444

NOTES PAYABLE   RELATED PARTY, net of current portion             1,475,668

DIVIDENDS PAYABLE                                                 1,109,550

COMMITMENTS AND CONTINGENCIES [SEE NOTE 17]                               -
                                                               ___________

     Total Liabilities                                           14,539,192
                                                                ___________

MINORITY INTEREST                                                         -
                                                               ___________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value, 1,000,000 shares authorized,
  none issued and outstanding                                             -

Preferred stock of subsidiary, $9.104 stated value, 1,000,000
shares authorized, 1,000,000 issued and outstanding               9,104,000

Discount on preferred stock of subsidiary                        (2,244,497)

Common stock, $.001 par value, 100,000,000 shares authorized,
33,366,000 shares issued and outstanding                             33,336
Additional paid-in capital                                        1,668,689

Accumulated other comprehensive income (loss)                            -
Retained earnings                                                 1,442,815
                                                                ___________
     Total Stockholders' Equity                                  10,004,373
                                                               ___________
                                                              $  24,543,565
                                                               ___________

The accompanying notes are an integral part of this consolidated financial
                           statement.

<PAGE>


              ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF OPERATIONS


                                                     For the Year Ended
                                                       October 31,
                                                _________________________
                                                    2005              2004

                                                ___________      ___________
OPERATING REVENUE:
 Operations                                     $22,065,887      $12,366,498
 Public services                                    564,003        2,591,948
                                                ___________      ___________
 Total Operating Revenues                        22,629,890       14,958,446
                                                ___________      ___________
DIRECT COSTS:
 Operations                                      17,016,773        9,867,257

 Lease expense related party                              -          160,635

 Public services                                  5,556,396        3,421,384
                                                ___________      ___________
 Total Direct Costs                              22,573,169       13,449,276
                                                ___________      ___________
 Gross Profit                                        56,721        1,509,170
                                                ___________      ___________
OPERATING EXPENSES:
 General and administrative                       1,460,994        2,821,590
                                                ___________      ___________
 Total Operating Expenses                         1,460,994        2,821,590
                                                ___________      ___________
Operating income (loss)                          (1,404,273)      (1,312,420)
                                                ___________      ___________
OTHER INCOME (EXPENSE):
 Interest income                                     19,687           4,360
 Interest expense                                  (601,715)       (538,778)
 Gain (loss) on sale of securities                  (30,578)           (675)
 Gain (loss) on disposal of assets                 (352,177)              -
 Other income (expense)                                   -               -
 Loss on foreign currency translation                     -            (942)


                                                ___________      ___________
 Total Other Income (Expense)                      (964,783)       (536,035)
                                                ___________      ___________

INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS     (2,369,056)     (1,848,455)
                                                ___________      ___________

GAIN (LOSS) FROM DISCONTINUED OPERATIONS, NET        56,924               -
OF $0 TAX EFFECT                                ___________       ___________

INCOME (LOSS) BEFORE TAXES                       (2,312,132)      (1,848,455)

 CURRENT INCOME TAX EXPENSE (BENEFIT)                    -          (103,297)
 DEFERRED INCOME TAX EXPENSE (BENEFIT)            (873,684)         (367,045)
                                                ___________      ___________
INCOME (LOSS) BEFORE EXTRAORDINARY GAIN (LOSS)   (1,438,448)      (1,378,113)
EXTRAORDINARY GAIN (LOSS)                                  -          (1,821)
                                                ___________      ___________
NET INCOME (LOSS)                                (1,438,448)     $(1,379,934)
                                                ___________      ___________



            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF OPERATIONS

                          [Continued]


                                                  For the Year Ended
                                                     October 31,
                                                _________________________
                                                    2005         2004
                                                ___________   ___________

NET INCOME (LOSS)                               (1,438,448)  $(1,379,934)
                                                ___________   ___________
DIVIDENDS:

 Dividends declared and amortization of
 preferred stock discount analogous to a
 preferred stock dividend.                       1,309,999     1,146,249
                                                ___________   ___________
NET (LOSS) AVAILABLE TO COMMON SHAREHOLDERS     (2,748,447)  $(2,526,183)
                                                ___________   ___________
NET (LOSS) PER COMMON SHARE:
 Basic                                            (.08)      $     (0.08)
 Diluted                                           N/A               N/A


                    ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                    For the Year Ended
                                                        October 31,
                                                _________________________
                                                     2005       2004
                                                ___________   ___________

NET INCOME (LOSS)                               $(1,438,448)  $(1,379,934)
                                                ___________   ___________
OTHER COMPREHENSIVE INCOME (LOSS):
 Unrealized loss on available for sale
 securities, net of tax                             (12,446)       6,301
 Realized loss on available for sale securities      30,578          577
 Foreign currency translation                        17,364      (31,602)
 Reclassification Adjustment                    (123,804)              -
                                                ___________   ___________
COMPREHENSIVE INCOME (LOSS)                     $(1,526,756)  $(1,404,658)
                                                ___________   ___________




The accompanying notes are an integral part of these consolidated financial
                          statements.

<PAGE>


               ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

            FOR THE YEARS ENDED OCTOBER 31, 2005 AND 2004

                       Preferred Stock                       Common Stock
                    ____________________ Preferred Stock _____________________
                    Shares        Amount    Discount     Shares        Amount
                    _________ ___________ ______________ ___________ _________

BALANCE,
October 31, 2003            -           -              -  33,000,000    33,000

Net income for the
year ended
October 31, 2004            -           -              -           -         -

Shares issued in
December for
aircraft purchase   1,000,000   9,104,000              -           -         -

Discount on
preferred stock
of subsidiary               -           -     (2,962,736)          -         -

Dividends declared
and amortization of
preferred stock
discount analogous
to a preferred stock
dividend                    -           -              -           -         -

Shares issued in
February for
services received           -           -              -      66,000        66

Shares issued in May
for services received       -           -              -     300,000       300
Unrealized loss on
available-for-sale
securities, net of tax      -           -              -           -         -

Foreign currency
translation
adjustment, net of
minority interest           -           -              -           -         -
                    _________ ___________ ______________ ___________ _________
BALANCE,
October 31, 2004    1,000,000   9,104,000     (2,962,736) 33,366,000 $  33,366

<PAGE>


[CONTINUED]
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

         FOR THE YEARS ENDED OCTOBER 31, 2005 AND 2004
                       Preferred Stock                       Common Stock
                    ____________________ Preferred Stock _____________________
                    Shares        Amount    Discount     Shares        Amount
                    _________ ___________ ______________ ___________ _________

Net income for the
year ended
October 31, 2005            -           -              -           -         -

Dividends declared
and amortization of
preferred stock
discount analogous
to a preferred stock
dividend                    -           -              -           -         -

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

Foreign currency
translation
adjustment, net of
minority interest           -           -              -           -         -
                    _________ ___________ ______________ ___________ _________
BALANCE,
October 31, 2005    1,000,000   9,104,000     (2,962,736) 33,366,000 $  33,366
                    _________ ___________ ______________ ___________ _________


                             Additional
                              Paid-in   Comprehensive  Retained   Accumulated
                              Capital   Income (Loss)  Earnings      Total
                            ___________  ____________ ___________ ___________
BALANCE, October 31, 2003     1,568,078      113,032    6,731,233   8,445,343

Net income for the year ended
October 31, 2004                      -            -   (1,379,934) (1,379,934)

Shares issued in December
for aircraft purchase                 -            -            -   9,104,000

Discount on preferred
stock of subsidiary                   -            -            -  (2,962,736)

Dividends declared and
amortization of preferred
stock discount analogous to a
preferred stock dividend              -            -   (1,146,249) (1,146,249)

[CONTINUED]

                ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

               FOR THE YEARS ENDED OCTOBER 31, 2005 AND 2004

Shares issued in February for
services received                42,911            -            -      42,977

Shares issued in May for
services received                57,700            -            -      58,000

Unrealized loss on available-
for-sale securities, net of tax       -        6,878            -       6,878

Foreign currency translation
adjustment, net of minority
interest                              -      (31,602)           -     (31,602)
                             __________  ___________  ___________ ___________
BALANCE, October 31, 2004    $1,668,689  $    88,308  $ 4,205,050 $12,136,677

Net income for the year ended
October 31, 2005                      -            -   (1,438,448) (1,438,448)

Dividends declared and
amortization of preferred
stock discount analogous to a
preferred stock dividend              -            -   (1,309,999) (1,309,999)

Unrealized Loss on available-
for-sale securities, net of      18,132                    18,132

Foreign Currency translation
adjustment, net of minority
interest                       (106,440)                 (106,440)
                             __________  ___________  ___________ ___________
BALANCE, October 31, 2005    $1,668,689  $         -  $ 1,456,603  $9,299,922
                             __________  ___________  ___________ ___________

The accompanying notes are an integral part of this consolidated financial
                           statement.

<PAGE>


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

                                                      For the Year Ended
                                                          October 31,
                                                       2005         2004
                                                   ____________  ____________
Cash flows from operating activities:
Net income (loss)                                  $(1,438,448)  $(1,379,934)
                                                   ____________  ____________
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
  Realized gain (loss) on marketable securities        (30,578)        (675)
  Deferred tax expense (benefit)                      (862,589)     (367,045)
  Non-cash expense                                           -        58,000
  Depreciation and amortization                      1,339,642     1,499,209
  Reserve for contingent liability                           -       (47,000)
  Provision for bad debt                               (50,085)     1,178,529
Changes in operating assets and liabilities:
   Income taxes receivable                              91,900       855,263
   Trade accounts receivable                        (1,228,220)     (960,941)
   Trade accounts receivable   related party                 -      (603,285)
   Inventories                                         (46,251)
67,040
   Prepaid expenses                                   (329,740)       (81,356)
   Deposit on aircraft leases                          100,000      (155,000)
   Accrued interest on loan to officer and related
   party                                                95,777            -
   Trade accounts payable                            1,463,427     1,206,124
   Accrued expenses                                    410,182       134,917
   Refundable deposits                                 (48,079)      (12,563)
   Deferred gain                                      (174,729)      (94,803)
   Deferred tax asset                                   -       (47,064)
                                                   ____________   ___________
          Total adjustments                            730,657     2,629,350
                                                   ____________   ___________
      Net cash provided by (used in) operating
      activities                                      (707,791)     1,249,416
                                                   ____________   ___________
Cash flows from investing activities:
Proceeds from sale of marketable securities            244,401        9,222
Purchase of marketable securities                            -       (17,843)
Proceeds from sale of property and equipment           995,913     1,300,000
Purchase of property and equipment                      (83,251)  (1,099,048)
Increase in other assets                                (4,492)     (163,661)
                                                   ____________   ___________
      Net cash provided by (used in) investing
      activities                                     1,152,571        28,670
                                                   ____________   ___________
Cash flows from financing activities:
Increase in bank overdraft                                   -       (12,324)
Accounts payable   related party                             -        16,124
Payment on notes payable                            (1,362,357)     (281,664)
Payment on notes payable   related party              (250,000)     (288,716)
Proceeds from Note Payable                             651,000            -
Proceeds from Note Payable  related party               300,000           -
                                                   ____________   ___________
      Net cash provided by (used in) financing
      activities                                      (661,357)     (566,580)
                                                   ____________   ___________
Effect of exchange rate changes                       (102,095)      (31,603)
                                                   ____________   ___________
Change in cash and cash equivalents                   (318,672)      679,903

Beginning cash and cash equivalents                    806,379       126,476
                                                   ____________   ___________
Ending cash and cash equivalents                   $   487,707   $   806,379
                                                   ____________   ___________
                          [Continued]
                               F-8

<PAGE>
            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS

                           [Continued]


                                                     For the Year Ended
                                                          October 31,
                                                       2005       2004
                                                  ____________  ____________
Supplemental disclosures of cash flow information:
Cash paid during the period for:
    Interest                                      $    505,938   $  423,210
    Income Taxes                                  $         -    $       -

Non-cash investing and financing activities:

For the year ended October 31, 2005:

The Company had preferred dividend expense of $1,309,999 which is comprised of
$591,760 in dividends payable and $718,239 of amortized discount on preferred
stock analogous to a preferred stock dividend.

For the year ended October 31, 2004:

The Company had a net unrealized loss on marketable securities of
   $29,226, net of the deferred tax asset/liability of $11,094 resulting in
   an accumulated comprehensive loss of $18,132.

   The Company issued preferred stock issued valued at $9,104,000 for
   aircraft with a carryover basis of $4,111,485 and assumed non-related
   debt of $709,981 and $86,019 of related party debt.  The preferred stock
   had a discount of $3,591,195, net of tax effect of $2,197,320 which will
   be amortized over a 5 year period and effect on deferred tax asset of
   $2,197,320.

   The Company reclassified $1,046,949, net, of aircraft on operating lease
   from property, plant and equipment.

   The Company settled a contingent liability debt of $87,500 with equipment.

   The Company deferred $355,716 of gain related to sale of aircraft which
   will be amortized over a five year period against lease expense.

   The Company deferred $517,929 of gain related to sale of aircraft which
   will be amortized over a five year period against lease expense.

   The Company had preferred dividend expense of $1,146,249 which is comprised
   of $517,790 in dividends payable and $628,459 of amortized discount on
   preferred stock analogous to a preferred stock dividend.

   The Company returned an aircraft to the debtor which had a book value of
   $932,918 for debt relief of $933,738 which resulted in a gain on settlement
   of debt for $820.

   The Company issued 66,000 shares of common stock to settle a payable of
   $42,977, or $0.65 per share.

   The Company issued 300,000 shares of common stock for services valued at
   $58,000, or $0.193 per share.

<PAGE>

                            [Continued]


The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.





             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
condensed 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 29,685,000
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.

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.

Principles of consolidation   The condensed 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, 2005 and 2004 (together
referred to as the Company). Further, the net loss for Alpine Air Chile, S.A.
for the periods ended October 31, 2005 and 2004 applicable to the 15% non-
controlling interest were not allocated to the non-controlling interests as
there is no obligation of the non-controlling interests 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.  At October 31, 2005, the
Company had cash balances in excess of federally insured limits in the amount
of $350,050.

Restatement   Subsequent to the fiscal year-end, the Company effected a 3-for-
1 forward stock split. The financial statements have been restated for all
periods presented, to reflect the stock split (see Note 12)

Other assets   At October 31, 2005, the Company had two restricted cash time
deposits including interest totaling $166,153 held as collateral for debt of a
third party and is included in other assets. (See Note 6)

<PAGE>


             ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED 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 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 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 ranging from three to forty years. (See Note
6)

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.

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.

<PAGE>

             ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]

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 earnings 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 and
passengers but consist of two geographical segments.

Certain reclassifications - Certain reclassifications have been made to the
2004 financial statements to conform to the 2005 presentation.

Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 151, "Inventory Costs - an amendment of ARB No. 43,
Chapter 4", SFAS No. 152, "Accounting for Real Estate Time-Sharing
Transactions - an amendment of FASB Statements No. 66 and 67", SFAS No. 153,
"Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29", SFAS
No. 123 (revised 2004), "Share-Based Payment", and SFAS No. 154, "Accounting
Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB
Statement No. 3", were recently issued.  SFAS No. 151, 152, 153, 123 (revised
2004) and 154 have no current applicability to the Company or their effect on
the financial statements would not have been significant.

Stock Based Compensation - The Company currently accounts for its stock based
compensation in accordance with Statement of Financial Accounting Standard
("SFAS") No. 123 "Accounting for Stock-Based Compensation." This statement
establishes an accounting method based on the fair value of equity instruments
awarded to employees as compensation. However, companies are permitted to
continue applying previous accounting standards in the determination of net
income with disclosure in the notes to the financial statements of the
differences between previous accounting measurements and those formulated by
the new accounting standard. The Company has adopted the disclosure only
provisions of SFAS No. 123, and accordingly, the Company has elected to
determine net income using previous accounting standards. Equity instruments
issued to non-employees are valued based on the fair value of the services
received or the fair value of the equity instruments given up which ever is
more reliably measurable.  Beginning in June 2005, the Company adopted the
Provisions of SFAS No. 123 as revised in 2004 which will require that options
issued to employees as compensation be valued at fair value.

During the periods presented the Company did not grant any stock based
compensation. 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 2005 and 2004 consistent with the provisions of
SFAS No. 123, the Company's net earnings (loss) net of taxes and earnings per
share would have been reduced to the pro forma amounts indicated below:


             ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       For the Year
                                                     Ended October 31,
                                              ______________________________
                                                   2005            2004
                                              _____________   ______________
Net Income (Loss) available to common shareholders
As reported                                        $(2,748,447)   $(2,526,183)

Add: Stock-based employee compensation expense
included in reported net income                              -             -

Deduct: Total stock-based employee compensation
expense determined under fair value based method             -             -
                                                   ___________   ___________
Net Income (Loss)                     Proforma     $(2,748,447)  $(2,526,183)
                                                   ___________   ___________
Basic earnings (loss) per share       As reported  $      (.08)  $    (.08)
                                      Proforma     $      (.08)  $    (.08)
Diluted earnings per share            As reported  $      (.08)  $    (.08)
                                      Proforma     $      (.08)  $    (.08)


NOTE 2 - 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:


                                    Amortized Unrealized Unrealized  Estimated
                                       cost      gain      (loss)   fair value
                                ________  ________   ________   ________
                                          ________  ________ ________ ________
     October 31, 2005
     Available-for-sale securities:              -         -        -        -

                                      ________  ________ ________ ________
     October 31, 2004
     Available-for-sale securities:   $243,048   $9,648   $(38,874)  $ 213,822
                                       ________  ________ ________   ________


NOTE 3 - TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable consist of the following at October 31:
                                                        2005       2004
                                                     __________  _________

       Trade accounts receivable                     $3,675,233 $1,450,477
       Trade accounts receivable  related entity         95,700    992,065
       Less allowance for doubtful accounts          (1,228,614)(1,178,529)
                                                     __________  _________
                                                     $2,542,319  $1,264,013
                                                     __________  _________

Bad debt expense for the years ended October 31, 2005 and 2004 was $50,085
and $887,910, respectively.






NOTE 4 - PREPAID EXPENSES

    Prepaid expenses consist of the following at October 31:
                                                       2005      2004
                                                     _________  _________
   Prepaid expenses and credits                      $  68,179  $  83,489
   Prepaid other taxes                                 596,701    251,651
                                                     _________  _________
                                                     $ 664,880  $ 335,140
                                                     _________  _________

<PAGE>


             ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - INVENTORIES

The composition of inventories is as follows at October 31:

                                                        2005      2004
                                                     _________  _________
   Aircraft parts                                    $ 794,574  $ 751,087
   Fuel                                                 14,379     11,615
                                                     _________  _________
                                                     $ 808,953  $ 762,702
                                                     _________  _________

The Company has not established an allowance for obsolete inventory.


NOTE 6   PROPERTY PLANT & EQUIPMENT

Property and equipment consists of the following at October 31:

                                   Estimated life       2005        2004
                                      In years      ___________  ___________
      Building and improvements       10 - 40       $ 1,268,013  $ 1,268,013
      Spare aircraft engines           7 - 10           342,500      342,500
      Aircraft                             15        18,117,738   17,924,471
      Equipment                        3 - 10           131,245      129,246
      Furniture and fixtures           3 - 10           332,732      290,374
      Vehicles                         5 - 7            148,351      156,511
                                                    ___________  ___________
                                                     20,340,579   20,111,115
     Less: Accumulated depreciation and amortization (3,491,843)  (2,057,024)
                                                    ___________  ___________
                                                    $16,848,736  $18,054,091
                                                    ___________  ___________

Depreciation expense amounted to $1,522,123 and $1,181,304 for the years ended
October 31, 2005 and 2004, respectively.   Aircraft on operating lease are
excluded from the amounts shown above and are reported in Note 7.

All of the Company's aircraft are held as collateral on various Notes Payable
and related party Notes Payable at October 31, 2005.

Aircraft Return to Note Holder - On December 9, 2003, the Company returned an
aircraft with a carrying value of $932,918 to the secured creditor for
repayment of the $933,738 underlying note payable. The gain of $820 associated
with the settlement of the underlying debt for this return was recognized by
the Company in the year ended October 31, 2003.

Aircraft Purchase - related party In December 2003, the Company acquired 16
aircraft from an entity related to an officer and majority shareholder of the
Company, for $9,900,000.  The consideration paid included $9,104,000 in
preferred stock of the Company's subsidiary Alpine Aviation, Inc. and the
assumption of the underlying debt on the aircraft totaling $709,981. The
remaining $86,019 is recorded as a payable to the entity related to an officer
and majority shareholder of the Company.  As the aircraft were purchased from
a related party they have been recorded at their carryover basis of
$4,111,485.  A discount on preferred stock in the amount of $3,591,195, net of

             ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6   PROPERTY PLANT & EQUIPMENT [CONTINUED]

tax effect of $2,197,320, has been recorded and is being amortized as
dividends over a five year period.  The preferred stock provides for monthly
dividends at an annual rate of 6.5%, and is not convertible. The Company can
redeem the subsidiary's preferred stock any time and the entity related to an
officer and majority shareholder of the Company can call for redemption of the
subsidiary's preferred stock any time after December 31, 2008. Wells Fargo
Securities, LLC issued a fairness opinion, from a financial point of view,
regarding this acquisition.


Sales/Leasebacks - In April 2004, the Company entered into a sale/leaseback
agreement with a third party, wherein, the Company sold an aircraft for
$650,000 and entered into an operating lease.  (See Note 8)  The Company has
recorded a deferred gain of $355,716 which will be amortized over the life of
the lease as an offset to lease expense. A shareholder/officer of the Company
has personally guaranteed the loan of the third party for the purchase of the
aircraft.  In addition, $80,000 of the proceeds from this sale is invested in
a time deposit as collateral on the loan by the third party.  These funds are
recorded as restricted time deposit on the Company's records.

In June 2004, the Company entered into a sale/leaseback agreement with a third
party, wherein, the Company sold an aircraft for $650,000 and entered into an
operating lease.  The Company has recorded a deferred gain of $517,929 which
will be amortized over the life of the lease as an offset to lease expense.
In addition, $80,000 of the proceeds from this sale is invested in a time
deposit as collateral on the loan by the third party.  These funds are
recorded as restricted time deposits on the Company's records.

Aircraft Purchase   During June of 2004, the Company entered into negotiations
for the purchase of two SAAB 340A aircraft.  A deposit for $100,000 was
provided pending completion of the agreement. Since the transaction was not
completed, the deposit may be forfeited, thereby was written off.

Aircraft Dispositions   In July 2005, the Company disposed of two aircraft,
one of which was the aircraft leased to Alpine Air Chile, which at this time
is no longer operable. The Chile aircraft write down resulted in the loss on
disposition of $352,177 in the current period. The other aircraft was beyond
economic repair and has been salvaged as parts, with the remaining value being
added to parts inventory.


NOTE 7   AIRCRAFT ON OPERATING LEASE

With the purchase of the aircraft from the entity related to an officer and
majority shareholder of the Company, the Company assumed the underlying
operating leases.  During the year ended October 31, 2004, the Company leased
five of these aircraft to Sundance Air, Inc.  At October 31, 2004 the Company
was still leasing two of the aircraft to Sundance Air, Inc (a Colorado
corporation doing business in Puerto Rico and Colorado). Sundance Air, Inc. is
owned 30% by a shareholder/officer 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 leases further grant 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.  The option continues
during the term of the lease as long as Sundance Air, Inc. is in full
compliance with the lease terms.  Sundance Air, Inc. has been responsible for
the routine maintenance and for providing insurance on the aircraft while the
Company is responsible for engine overhauls and major component replacements.
During the year ended October 31, 2004, Sundance Air, Inc. was leasing an
additional aircraft on similar terms as their other leases.  The lease called
for monthly payments of $12,500 plus engine reserves of $75 per flight hour.
At October 31, 2004, this aircraft had been returned to the Company.

In April 2004, Sundance returned one aircraft to the Company.  Since then, the
Company had been seeking an arbitration ruling in order to repossess the
remaining five leased aircraft.  As of October 31, 2004 Sundance Air, Inc. had
returned three additional aircraft to the Company.  The Company recovered the
remaining two aircraft in November 2004.  At October 31, 2005, the Company is
due approximately $1,037,321 in past due lease payments and holds lease
deposits of $95,700.

Property on operating lease to Sundance Air, Inc. consists of the following at
October 31, 2005 and 2004:

                                                     2005        2004
                                                ___________  __________
        Aircraft                                $          -  $1,142,127
        Less accumulated depreciation                      -     (95,177)
                                                ___________  __________
                                                $          -  $1,046,949
                                                ___________  __________

Depreciation expense for the aircraft on operating lease as of the period
ended October 31, 2005 and 2004 was $0 and $317,905, respectively.


NOTE 8 - 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.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:

            2006                           $         27,683
            2007                                     27,683
            2008                                     10,001
            2009                                     10,001
            2010                                     10,001
            Thereafter                              204,182
                                                 __________
                                           $        289,551


Total Rental Expense for the year ending October 31, 2005 was $139,008.


              ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - OPERATING LEASES [CONTINUED]

In addition to the operating leases reported above, the Company has two
revocable permits (month-to-month leases) for $2,683 per month with the State
of Hawaii, Department of Transportation to use hangar and office space for its
air cargo operations.  The permits are renewed on an annual basis.

Aircraft - In April and June, 2004, the Company entered into two
sale/leaseback agreements  (See Note 6).  The Company has agreed to lease two
aircraft for $11,000 per month for sixty months with an engine reserve of $75
per flight hour.

Future minimum lease payments are as follows for the periods ending July 31:

            2006                                    264,000
            2007                                    264,000
            2008                                    264,000
            2009                                     33,000
                                           ___________
                                           $        825,000
                                           ___________

Total Lease expense for the year ending October 31, 2005 was $355,373.


NOTE 9 - RELATED PARTY TRANSACTIONS

Leased Aircraft - During the year ended October 31, 2005 and 2004, the Company
leased aircraft from CLB Corporation (CLB) and Mallette Family, LLC, entities
related to an officer and majority shareholder of the Company. The lease
payments varied depending on the type of aircraft and were due on a month-to-
month basis. The Company owed lease payments of $0 and $0 to these related
parties at October 31, 2005 and 2004, respectively.  Total lease expenses to
related parties are as follows for the years ended October 31:

                                                     2005      2004
                                                   _________  _________
CLB Corporation                                       $   -   $   160,635
   Mallette Family, LLC                                   -             -

                                                      $   -   $   160,635

                                                   _________    _________

The Company performed maintenance and certain qualified repairs on these
leased aircraft per the terms of the lease agreements.  The Company charged
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:
                                                     2005      2004
                                                  _________   _________
   Total related party sales                      $     -     $ 118,129
   Total related party cost of sales                    -      (104,039)
                                                   ________   _________
   Gross margin on related party
     transactions                                 $     -     $  14,090

                                                   ________   _________

At October 31, 2005 and 2004, the Company had a receivable of $0 and $0,
respectively, related to these repairs, reported under accounts receivable-
related parties on the balance sheet.

<PAGE>


             ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - RELATED PARTY TRANSACTIONS [CONTINUED]

Related Party Aircraft Leasing - Until November 2004, the Company leased
aircraft to Sundance Air, Inc. which s 30% owned by an Officer and majority
shareholder of the company.  At October 31, 2005, the Company had a receivable
of $1,037,321 and carried lease deposits of $95,700.  During the year ended
October 31, 2005, the Company recorded leasing revenues to Sundance in the
amount of $47,258.

Aircraft Purchase - In December 2003, the Company acquired 16 aircraft from an
entity related to an officer and majority shareholder of the Company for
$9,900,000.  The consideration paid included $9,104,000 in preferred stock of
the Company's subsidiary Alpine Aviation, Inc. and the assumption of the
underlying debt on the aircraft totaling $709,981.  The remaining $86,019 is
recorded as a payable to the entity related to an officer and majority
shareholder of the Company.  As the aircraft were purchased from a related
party they have been recorded at their carryover basis of $4,111,485.  A
discount on preferred stock in the amount of $3,591,195, net of tax effect of
$2,197,320, has been recorded and is being amortized as dividends over a five
year period.  The preferred stock provides for monthly dividends at an annual
rate of 6.5%, and is not convertible. The Company can redeem the subsidiary's
preferred stock any time and the entity related to an officer and majority
shareholder of the Company can call for redemption of the subsidiary's
preferred stock any time after December 31, 2008.

Related Party Charter Flights and Aircraft Leasing  The Company previously
leased aircraft to Sundance Air, Inc. which is 30% owned by an Officer and
majority shareholder of the company.  At October 31, 2004, the Company had a
receivable of $987,235 and carried lease deposits of $95,700.  During the year
ended October 31, 2004 the Company, recorded leasing revenues of $1,849,082
and charter service revenues of $209,454.  The Company further recorded
payments of $102,150 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.

Notes Payable - Related Party - In connection with the purchase of aircraft
the Company issued a note to an entity related to an officer and majority
shareholder of the Company in the amount of $1,476,381.  The note payable
dated July 31, 2003, bears an interest rate of 6.5% and called for payments of
$33,624 due for 14 monthly installments with the balance due November 1, 2004.
Through October 31, 2003, 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.
Mallette Family LLC further made note payments of $43,312, net of interest of
$754, on behalf of the Company during the period ended October 31, 2003.
During the year ended October 31, 2004, Mallette 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.  The
entity related to an officer and majority shareholder of the Company
previously agreed to forestay future payment until required by the note's
balloon payment which was due November 1, 2004 but has subsequently agreed to
defer all payments of principal, interest and balloon payments until November
1, 2006.  During the year ended October 31, 2005, $250,000 was paid to reduce
the principal balance of the note.

In connection with the purchase of aircraft from an entity related to an
officer and majority shareholder of the Company, the Company has entered into
a Note Payable in the amount of $86,019.  This note bears interest at 6.5%.
The note holder has agreed to defer all payments of principal and interest
until November 1, 2006.

During May 2004, lease payments due to an entity related to an officer and
majority shareholder of the Company in the amount of $667,115 were converted
into a demand note payable with interest to accrue at six and one-half (6.50%)
percent on the principal balance.  At July 31, 2005, the unpaid balance was
$476,611.  No principal or interest payments are required to be paid until
November 1, 2006.  On October 19, 2005 the company entered into a note payable
with a shareholder/officer of the Company in the amount of $300,000 due
January 31, 2006. This note provided additional working capital for the
Company.

The following is a summary of notes payable to related parties at July 31,
2005:

     Notes payable   related party                          $  1,775,668
                                                              __________
                            Less current portion                 300,000
                                                              __________
                            Long-term portion               $   1,475,668

                                                                __________

<PAGE>


              ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10   LONG TERM DEBT

Notes payable arose from the purchase of aircraft during July and December
2003 [See Note 6] and consisted of the following at:





                                                           October 31,
                                                              2005
                                                           __________

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 8.75% at October 31,2005.
     Secured by 1984 Beech 1900 C, Reg #N-194GA.
     Personally guaranteed by an officer/shareholder.      $  603,295

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 6.75% at
     October 31, 2005. Secured by 1900C, Reg # N-198GA
     and N-172GA. Personally guaranteed by an
     officer/shareholder.                                    1,512,482

Note payable, assumed at July 31, 2003 with a balance
     of $3,850,000, due September 29, 2007. Interest
     rate of Lender Prime or 6.75% at October 31, 2005.
     secured by 1900C, Reg # N-154GA, N-1195GA, and 153GA.
     Personally guaranteed by an officer/shareholder.        2,756,250

Note payable, issued April 12, 2004 for $598,713 due
     April 11, 2009.  Interest rate of Lender Prime +
     1% or 8.75% at October 31, 2005. Secured by 2
     Beech 99's, Reg # N-955AA and N-99GH.  Personally
     guaranteed by an officer/shareholder.                     450,461

Note payable, issued July 20, 2004 for $1,005,000 due
     August 5, 2009. Interest rate of Lender Prime + 1%
     or 8.75% at October 31, 2005.  Secured by 2 Beech
     1900C's, Reg # N-410UB and N-17ZV.
     Personally guaranteed by an officer/shareholder.          829,973

Note payable, April 2005 5-year note for $649,554 due
     May 2010.  Interest rate of Lender Prime + 1% or
     8.75% at October 31, 2005.  Secured by aircraft.
     Personally Guaranteed by an officer/shareholder.          622,773
                                                                ________
                                                             6,775,235
                            Less current portion            (1,496,791)
                                                              __________
                            Long-term portion         $      5,278,444
                                                              __________

The estimated aggregate maturities required on long-term debt for each of the
individual years at October 31, 2005 are as follows:

                   2006                    $        1,496,791
                   2007                             1,496,271
                   2008                             1,249,897
                   2009                             1,268,978
                   2010                               994,586
                   2011                               268,712
                                           ___________
                                           $        6,775,235
                                                  ___________

<PAGE>

              ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - 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.  The net loss for Alpine Air Chile,
S.A. for the periods ended October 31, 2005 and 2004 applicable to the 15%
non-controlling interest were not allocated to the non-controlling interests
as there is no obligation of the non-controlling interests to share in such
losses.

NOTE 12   STOCKHOLDERS EQUITY

Common Stock - The Company is authorized to issue 100,000,000 shares of $.001
par value common stock. As of October 31, 2005 and 2004, 33,366,000 shares are
issued or outstanding.

In May 2004, the Company issued 300,000 shares of common stock for consulting
services to a third party.  The shares were issued at $0.193 per share.

In February 2004, the Company issued 66,000 shares of common stock to settle
accounts payable of $42,977.

Stock Split   During January 2006, the Company effected a 3-for-1 forward
stock split. The financial statements , for all periods presented, have been
restated to reflect the stock split.

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, 2005 and 2004 respectively.

Preferred Stock Subsidiary - The Company's subsidiary Alpine Aviation, Inc. is
authorized to issue 1,000,000 shares of preferred stock with a stated value of
$9.104. At October 31, 2005, 1,000,000 shares are issued and outstanding.  The
preferred stock provides for monthly dividends at an annual rate of 6.5%, and
is not convertible. The Company can redeem the subsidiary's preferred stock
any time and the entity related to an officer and majority shareholder of the
Company can call for redemption of the subsidiary's preferred stock any
time after December 31, 2008.  The Company has entered into an agreement with
the holder of the preferred stock to postpone payment of the dividends on the
stock until November 1, 2006.  However, the dividends will continue to accrue
and are presented as a long-term liability on the balance sheet.

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-statutory 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, respectively. As of October 31, 2005 and 2004 a total
of 770,000 shares of the Company's common stock have been reserved for
issuance under the plan, respectively. At October 31, 2005, 588,702 options
are available for issuance under the plan, respectively.  After August 18,
2011, the plan terminates and no further options may be granted.
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.

<PAGE>


             ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - STOCKHOLDERS EQUITY [CONTINUED]

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 year 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 $1.97. 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, 2005, is presented below:
                               October 31, 2004       October 31, 2003
                                    Weighted Average         Weighted Average
                            Shares   Exercise Price   Shares   Exercise Price
                            ______  ________________  ______ ________________
Outstanding at beginning of

                            ________  _______   _________      ___________
Outstanding at beginning of
period                       548,295   $2.53     548,295           $2.53
Granted                            -       -           -               -
Exercised                          -       -           -
Forfeited                     (3,801)      -           -               -
Expired                            -       -           -               -
                            ________  _______     ________    ____________

Outstanding at end of Period 544,494   $2.53     548,295             $2.53

                             _______   _______   ________    _____________

Weighted average fair value
 of options granted
 during the year                  -       -           -                 -
                             ________ ________    ________      ____________

A summary of the status of the options outstanding under the Company's stock
option plans and employment agreements at October 31, 2005 is presented below:


                   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

 $2.50-$2.75  544,494     3.75 years      $2.53        544,494        $2.53


Proposed Stock Option Grant   During 2005, the Company offered certain
employees the option of receiving a grant of stock options or an increase in
their salaries or wages to compensate those employees who took a 10% reduction
in pay in 2003 and who continued to be employees at the time of the offer.
During the period ending January 31, 2005, the Company's offers were accepted
by the employees.  The expenses related to this settlement are recorded as
compensation expense on the Company's financial statements. No options
were issued.

<PAGE>


            ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - 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:

                                                  2005            2004
                                              ___________      ___________
   Net income (loss) available to
     common shareholders                      $(2,748,447)     $(2,526,183)
                                              ___________      ___________
   Common shares outstanding during the
   entire period                               33,366,000       33,000,000

   Weighted average common shares issued
   during the period                                     -          193,425

                                              ___________      ___________
   Weighted average number of common shares
   used in basic EPS                           33,366,000       33,000,000

   Dilutive effect of stock options                     -                -
                                              ___________      ___________

    Weighted average number of common shares
    and dilutive potential common stock used
    in diluted EPS                             33,366,000       33,193,425
                                              ___________      ___________

For the respective years ended October 31, 2005 and 2004, 544,494 and 548,295
outstanding options were excluded from the calculation of diluted earnings per
share because their effect was anti-dilutive.  During December 2003 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.  These preferred shares have no voting rights and
are not convertible into common stock and thus are not included in the
calculations of earnings per share.


NOTE 14 - 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, 2005 and October
31, 2004, respectively, the total of all deferred tax assets was approximately
$4,669,000 and $2,544,000 and the total of the deferred tax liabilities was
approximately $1,595,000 and $251,000.  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.

<PAGE>


             ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - INCOME TAXES [CONTINUED]

The components of income tax expense (benefit) from continuing operations for
the year ended October 31,:
                                                       2005            2004
                                                    ___________  ___________
      Current income tax expense (benefit):
        Federal                                     $      - $  (103,297)
        State                                              -           -
                                                    ___________  ___________
           Current tax expense (benefit)            $      - $  (103,297)
                                                    ___________  ___________
      Deferred tax expense (benefit) arising from:
        Excess of tax over financial accounting
        depreciation                                $ 1,344,414  $ 1,728,229
        Deferred gain                                    68,327     (301,749)
        Allowance for bad debt                          (19,012)    (428,390)
        Reserve for accrued vacation                    (12,452)      (4,961)
        Accrued interest                                (48,574)     (33,651)
        Alternative minimum tax credit                         -      19,379
        Foreign net operating loss carryforward           8,539      (29,509)
        Net operating loss carryover                 (2,206,387)  (1,345,901)
        Valuation allowance                             (81,582)     (32,463)
        Capital loss carryover                           73,043       61,971
                                                    ___________  ___________
     Net deferred tax expense (benefit)             $  (873,684) $  (367,045)
                                                    ___________  ___________

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 from continuing operations at the
federal statutory rate to income tax expense at the company's effective rate
is as follows as of October 31:
                                                              2005
                                                          ___________

    Computed tax at the expected statutory rate              34.47%
    State and local income taxes, net of federal benefit      4.06%
    Change in valuation allowance                             3.53%
    Expired capital loss carryover                           (3.66)%
    Other Items                                               (.61)%
                                                           ___________
         Income tax expense                                  37.79%
                                                           ___________

<PAGE>

             ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 14 - INCOME TAXES [CONTINUED]

The temporary differences, tax credits and carryforwards gave rise to the
following deferred tax asset (liability) for the year ended October 31, 2005
and at October 31, 2004:

                                              October 31, October 31,
                                              2005           2004
                                             ___________  __________
   Allowance for bad debt                     $  466,382  $  447,370
   Unrealized gain on marketable securities            -      11,094
   Reserve for accrued vacation                   43,408      30,956
   Accrued interest                               80,226      33,652
                                             ___________  __________
             Net current tax assets          $   590,016  $  523,072
                                             ___________  __________
   Capital Loss carryforward                 $    11,608  $   84,651
   Foreign net operating loss carryforward       198,127     206,666
   Net operation loss carryforward             3,598,568   1,392,181
   Valuation allowance                          (209,735)   (291,316)
   Alternative minimum tax credits                35,462      35,462
   Excess of tax over book accounting
     depreciation                             (1,594,949)   (250,535)
   Deferred sales                                235,422     301,749
                                             ___________  __________
             Net deferred tax (liability)    $ 2,274,503  $1,478,858
                                             ___________  __________

As of October 31, 2005 Alpine Air Chile has foreign net operating loss
carryforwards of approximately $1,321,000.  The Company also has capital loss
carryforwards of approximately $31,000 that expire in 2010 and a net
operation loss carryforward of approximately $9,480,000 that expires in 2025.
A valuation allowance in the amount of approximately $210,000 was recorded at
October 31, 2005, 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, 2005 and 2004 was
approximately $(81,000) and $32,000, respectively.

..

NOTE 15 - 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.


Financial information summarized by geographic segment for the year ended
October 31, 2005 is listed below:

                                      Income (loss)     Long-
                                      before income     lived        Total
                           Revenues       taxes         assets      assets
                        ___________   ___________   ___________  ___________
  United States         $22,629,890   $(2,369,056)  $16,848,736  $24,543,565
  Chile                           -        56,924             -            -
                        ___________   ___________   ___________  ___________
  Reportable
  segments total        $22,629,890   $(2,312,132)  $16,848,736  $24,543,565
                        ___________   ___________   ___________  ___________

Operations in Chile were discontinued during 2005 and the gain reported as
segment income comes from the single line item for Discontinued Operations.

Financial information summarized by geographic segment for the year ended
October 31, 2004 is listed below:

                                      Income (loss)     Long-
                                      before income     lived        Total
                           Revenues       taxes         assets      assets
                        ___________   ___________   ___________  ___________
  United States         $14,716,735   $(1,651,730)  $19,095,806  $24,955,197
  Chile                     241,711      (196,725)        5,234       43,688
                        ___________   ___________   ___________  ___________
  Reportable
  segments total        $14,958,446   $(1,848,455)  $19,101,040  $24,998,885
                        ___________   ___________   ___________  ___________



<PAGE>


             ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 16   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, 2005 and 2004, the revenues from contracts with the USPS
represented 97% and 81% of total revenues, respectively.  At October 31, 2005
and 2004 respectively, accounts receivable from the USPS totaled $2,253,386
and $1,046,321, or 60% and 43%, respectively.  The contracts currently in
effect with USPS will expire between August and November 2006 for mainland US
operations and as early as January 27, 2006 for Hawaii for certain routes and
the remainder will be under new contracts for an additional 3 years. The loss
of this customer would have a material negative effect on the operations of
the Company.

Notification to Terminate Hawaii Contract On January 31, 2005, the Company
notified the USPS of its intention to discontinue or terminate its service to
the Hawaiian Islands under the terms of the current AMOT contract.  The
contract obligation to provide service for 2 routes will cease on January 27,
2006.  The Company has been awarded, under a Joint Operating Agreement, 3 of
the new Intra-Hawaiian Islands contracts, which will remain in effect until
May 31, 2008.


<PAGE>



             ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17   COMMITMENTS AND CONTINGENCIES

SCS Contract - On October 27, 2005, the company entered into an agreement with
SCS, Inc. to provide certain consulting services over the period of two years
in return for 2,845,464 shares of restricted common stock.

Alpine Air Chile   As of October 31, 2005, the Company had discontinued
operations in Chile. The Company is reasonably assured that there are no
outstanding liabilities or contingencies related the its previous operations
there. However, there remains a remote possibility that a future claim may
exist for which the company is not aware.

Legal Action Under Arbitration   The Company has been pursuing legal action
under arbitration to recover aircraft under lease to a third party and the
related unpaid lease payments.  Three of five aircraft were recovered by
October 31, 2004.  The two remaining aircraft were recovered in November 2004.
The Company has received a judgment dated February 17, 2005 against the third
party in the amount of $1,037,320.82 and is pursuing collection of the
judgment.  At October 31, 2005, the Company has recorded a bad debt allowance
of $941,621 to offset the receivable balance related to these aircraft,
leaving the deposit of $95,699.82 on the Balance Sheet. The company does not
anticipate any additional funds to be collected and the bad debt has been
accrued for.

Aircraft Accident - On August 17, 2004, one of the Company's Beech 99
aircraft, along with two individuals including the pilot, were lost in an
aircraft accident near Great Falls, Montana.  Investigations into the cause of
the accident were conducted by the Company and regulatory agencies.  The
results of investigations have not been concluded and there are no claims or
assessments currently filed against the Company. All claims have been settled
without any exposure to the Company in excess of insurance limits.

Aircraft Incident - In October 2004, a Company aircraft clipped the roof of a
building near an airport.  The claims related to this incident were processed
and settled through the insurance carrier without any exposure to the Company
in excess of insurance limits.
Aircraft Incident - In October 2004, a Company aircraft was damaged when it
landed at an airport.  There have been no lawsuits to-date and none are
expected.  The Company does not expect any financial exposure in excess of
insurance coverage.

Breach of Contract   The Company had entered into a contract with a vendor to
provide certain services to the Company.  The vendor has been notified that
they have breached the terms of the contract with the Company.  The Company
has resolved all claims by the vendor of amounts due under the contract and
has returned all equipment to the vendor that were required under the
contract.

Lawsuit - 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 plaintiff is not
actively pursuing prosecution and the Company believes the case may be
dismissed for lack of prosecution.

FAA Matters - Several allegations and proposals have been put forth by the FAA
and are currently being reviewed by the Company. None of these assertions have
resulted in any enforcement action against the Company, nor does the Company
expect any actions as a result of their allegations. Management believes that
the ultimate resolution of these matters will not have a material impact on
the financial condition of the Company.

The Company operates its aircraft under a certificate which allows it to
accumulate time between overhauls (TBO) in excess of manufacturer's
recommendations.  The Company regularly inspects its engines.  A majority of
the engines used by the Company have accumulated TBO in excess of
manufacturer's recommendations.

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 $25,000 to $160,000.  The Company has not
made any accruals for the anticipated costs of future engine overhauls.


NOTE 18   GOING CONCERN

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States
of America, which contemplate continuation of the Company as a going concern.
The Company experienced a significant loss from operations during the years
ended October 31, 2005 and 2004, which resulted in part from a receivable
related to the leasing of aircraft that became uncollectible, the operations
of Alpine Air, Chile, and the decreased volume in the USPS contracts, both in
Hawaii and on the mainland US. The Company also has current liabilities in
excess of current assets. While these losses and working capital deficiency
raise concern about the ability of the Company to continue as a going concern,
management has developed and implemented plans to alleviate losses and the
working capital deficiency. These plans include obtaining new USPS contracts
in Hawaii (effective December 5, 2005 and January 28, 2006) the redeployment
of aircraft to reduce the Company's costs of chartering aircraft, the
discontinuation of the operations of Alpine Air Chile, significantly reducing
administrative costs, and the postponement of payments on the related party
notes payable and the dividends on preferred stock.


<PAGE>

             ALPINE AIR EXPRESS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19   DISCONTINUED OPERATIONS

As of October 2005, the Company has terminated all business operations in
Chile. The financial activity for the current year is reflected as a single
line item under Discontinued Operations. See Note 15   Segment Information



NOTE 20   SUBSEQUENT EVENTS

Proposed Stock Sale/Change in Control   The Company had previously reported a
possible change in control between Stone Tree Group, LLLP ("StoneTree"), a
Delaware corporation which owns the controlling block of shares in the
Company, and Universal Express, Inc., a Nevada corporation ("Universal
Express"). The rights of  Universla Express were later assigned to
Capitalliance Financial Services, LLC ("Capitalliance").  However, to the
Company's knowledge, no definitive agreement was reached between Capitalliance
and StoneTree and the transaction has terminated by its own terms.

USPS Contracts - The Company has been solicited by the USPS to provide new
bids along with other potential vendors for the AMOT Contract and the Company
has submitted those bids. The contract obligation to provide service for 2
routes will cease on January 27, 2006.  The Company has been awarded, under a
Joint Operating Agreement, 3 of the new Intra-Hawaiian Islands contracts to
begin on January 28, 2006.


SCS Agreement   On October 27, 2005, the company entered into an agreement
with SCS, Inc. to provide certain consulting services over the period of two
years in return for 2,845,464 shares of restricted common stock.

Stock Issuances -  During November 2005, 60,000 shares of restricted common
stock were issued to an employee for compensation. During December 2005,
2,845,464 shares of restricted common stock were issued pursuant to a
consulting agreement with SCS, Inc. (See above)

Stock Split   Subsequent to the fiscal year end, the Company effected a 3-for-
1 stock split. The financial statements have been restated, for all periods
presented, to reflect the stock split (see Note 12).

<PAGE>

PART III
Item 8(a).  Controls and Procedures.
------------------------------------

     As of the end of the period covered by this Annual Report, we carried out
an evaluation, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures.  Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective in timely alerting them to material
information required to be included in our periodic Securities and Exchange
Commission reports.  It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless
of how remote.  In addition, we reviewed our internal controls over financial
reporting, and there have been no changes in our internal controls or in other
factors in the last fiscal quarter that has materially affected or is
reasonably likely to materially affect our internal control over financial
reporting.

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

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

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

Name                     Age         Position            Held Position Since
----                      --         --------            -------------------
Eugene R. Mallette        56         CEO                        1986
Don T. Squire Jr.         46         Chief Financial Officer    2005
Max A. Hansen             56         Secretary/Treasurer
                                     and Director               1986
Joseph O. Etchart         57         Chairman                   2005
Kenneth D. Holliday       60         Director                   2002


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

     Don T. Squire Jr., was named Chief Financial Officer in September 2005
after serving as Director of Accounting since June 2005.  Mr. Squire is a
licensed CPA and has served as a consultant and in finance and accounting
leadership capacities in private industry for the past 16 years. His most
recent consulting assignment prior to coming to Alpine involved the
restructuring of Sheaffer Pen (a BIC, Inc. subsidiary). He has served as a
Controller and Finance Manager for Rehab Designs of America, Oriflame USA,
Priority Dispatch Corp. (formerly Medical Priority Consultants), Infinity
Nutritionals, and other organizations. He has served as an adult leader in the
Boy Scouts of America for over 10 years, including time as a District
Chairman.

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

     Joseph O. Etchart has been a member of our Board of Directors since
April, 2002.  He formerly served as Alpine Air's Director of Public and
Investor Relations.  He is also the President and CEO of Hinsdale Land
Company, a real estate and agricultural enterprise in Montana.  Since 1985,
Mr. Etchart has served on the Board of Directors, and is a former Chairman of
the Board, of Montana Livestock Ag Credit, one of the premier agricultural
lending institutions in the Pacific Northwest.  He served two terms as
President of the Washington, D.C. based National Public Lands Council, where
he was involved in the legislative and regulatory process associated with
federal land commodity production.  In addition, Mr. Etchart has held numerous
civic, political and appointed posts, including Campaign Finance Chairman
during the first successful election of Montana Governor Marc Racicot.  Mr.
Etchart received a Bachelor of Arts degree in Sociology from Carroll College
in 1970 and is an active member of numerous organizations, including the
Knights of Columbus.

     Kenneth D. Holliday joined our Board of Directors in September, 2002.  He
has extensive experience in the aviation industry and currently serves as
President and CEO of Avcon, Inc., a consulting company assisting airlines,
aviation and travel related companies.  He was formerly the President and CEO
of TransMeridian Airlines, an air carrier contracted to fly A-320 aircraft for
one of the nation's largest tour operators.  Mr. Holliday also has served as
President and CEO of Private Jet Expeditions, Inc., where he directed airline
growth from one B-727 aircraft to 16 MD-80 aircraft over a two-year period.
Mr. Holliday received a Bachelor of Science degree in Industrial Management
from Clemson University and USAF undergraduate pilot training at Williams Air
Force Base in Arizona.

     Alpine Air established a standing audit committee in the first quarter of
its 2002 fiscal year.  The committee has adopted a charter and currently
consists of three members, Max A. Hansen (Chair), Joe O. Etchart and Ken
Holliday.  Alpine Air does not have standing nominating or compensation
committee.

     Except as indicated below, to the knowledge of management, during the
past five years, no director, person nominated to become a director, executive
officer, promoter or control person of Alpine Air:

     (1) was a general partner or executive officer of any business entity
that filed any bankruptcy petition, either at the time of the bankruptcy or
two years prior to that time;

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

     (3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his or her involvement in any type of business, securities or banking
activities;

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

Code of Ethics.
---------------

    We filed our Code of Conduct for our executive officers with our Amended
10KSB dated October 31, 2003, and filed with the Securities and Exchange
Commission on March 19, 2004.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

     Alpine Air believes all forms required to be filed under Section 16 of
the Exchange Act for have been timely filed.

     On January 9, 2004, our Board of Directors adopted an Insider Trading
Policy.  The purpose of this Policy is to ensure that our directors, executive
stockholders and 10% stockholders comply with Section 16(a) of the Exchange
Act and to establish procedures by which our insiders may buy and/or sell our
common stock without violating the securities laws' prohibition against
insider trading.

                   ITEM 10.  EXECUTIVE COMPENSATION

     The following tables set forth certain summary information concerning the
compensation paid or accrued for each of Alpine Air's last three completed
fiscal years to Alpine Air or its principal subsidiaries Chief Executive
Officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at October 31, 2005, the
end of Alpine Air's last completed fiscal year). Unless indicated otherwise,
all share figures in this Item 10 retroactively reflect the three-for-one
split of our issued and outstanding common stock in January, 2006.

                           Summary Compensation Table

                           Long Term Compensation

                    Annual Compensation   Awards  Payouts

(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)

                                              Secur-
                                              ities        All
Name and        Year or               Other  Rest- Under- LTIP  Other
Principal       Period   Salary Bonus Annual rictedlying  Pay- Comp-
Position        Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n
----------------------------------------------------------------------

Eugene Mallette 10/31/05  32,945     0     0     0     0      0     0
CEO             10/31/04  48,107     0     0     0     0      0     0
CEO             10/31/03 104,371     0   7429    0     0      0     0
Bill Distefano  10/31/05  77,240     0     0     0     0      0     0
                10/31/04  54,385     0     0     0     0      0     0
Frmr President  10/31/03 154,360     0   7998    0     0      0     0


     (1)  Mr. Distefano resigned as President effective as of February 2,
          2003.

     (2)  Mr. Mallette received options to purchase 164,970 shares of common
stock during fiscal 2001, at exercise prices ranging from $2.50 to $2.75 per
share.  Of this amount, 124,971 options vest over two years and 39,999 vest
over three years.  In addition, Mr. Mallette received options to purchase
1,281 shares for his services as a director.  These options are exercisable at
a price of $2.50 per share and vest over two years.  See "Compensation of
Directors."

     (3)  Mr. Distefano received options to purchase 233,766 shares at an
exercise price of $2.50 per share.  Of this amount, 193,767 vest over two
years and 39,999 vest over three years.  Mr. Distefano also received options
to purchase 1,281 shares for his services as a director.  These options are
exercisable at a price of $2.50 per share and vest over two years.  See
"Compensation of Directors."

     In the past, our bonuses to officers were based on some fixed percentage
of earnings and subjective factors reviewed by the Board of Directors.  We
have also adopted a stock option plan.  Other annual compensation consisted of
payments to 401(k) retirement accounts, health insurance reimbursements and
sick leave cash outs.  As a cost-cutting measure, we terminated our 401(k)
plan during the 2003 fiscal year.

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

     We did not grant any options or SARs to any executive officer during the
fiscal year ended October 31, 2005.

     Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value
Table.
------

     No stock options or SARs were exercised during the fiscal year ended
October 31, 2005.

     Pension Table.
     --------------

      None.

     Compensation of Directors.
     --------------------------

     No Options were granted for the fiscal year ended October 31, 2004.

     Directors are paid a fee of $1,000 per calendar quarter for services
rendered to the Board.

     Termination of Employment and Change of Control Arrangement.
     ------------------------------------------------------------

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

     Stock Option Plan.
     ------------------

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

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

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

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

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

     In August 2001, Alpine Air issued options to acquire 547,185 shares of
its common stock at an exercise price of $2.50 per share and an option to
purchase 79,998 shares at an exercise price of $2.75 per share.  In 2002,
Alpine Air issued options to acquire 2,562 shares of its common stock at an
exercise price of $2.50 per share.  All options were issued under the plan.
In addition, a total of 82,251 options have been forfeited through October 31,
2005.

     We did not issue any options under the plan in the fiscal year ended
October 31, 2005.

     During the year ended October 31, 2005, we offered certain employees the
option of receiving a grant of stock options or an increase in their salaries
or wages to compensate those employees who took a 10% reduction in pay in 2003
and who continued to be employees at the time of the offer. None of the
employees took options.

   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information relating to the beneficial
ownership of Alpine Air's common stock as of January 26, 2005 by each person
known by Alpine Air to be the beneficial owner of more than 5% of the
outstanding shares of common stock and each of Alpine Air's directors and
executive officers.

Name and Address of
Principal Stockholders:        Common Stock         Percentage
----------------------------   ------------       ---------------
IFW St. Croix Group, LLLP       27,714,465(1)               83.1%
P. O. Box 3032
Kingshill, Virgin Islands 00851

Officers and Directors:
----------------------------
Eugene R. Mallette, CEO             15,000(2)             Less than 1%
 and Director

Don T. Squire Jr. CFO               60,000(3)             Less than 1%

Max Hansen, Secretary,               3,000                Less than 1%
 Director

Joseph O. Etchart, Director         18,945                Less than 1%

Kenneth D. Holliday, Director          -0-                 -0-

                                ----------                ------------
All officers and directors
 as a group (5 persons)             96,945                Less than 1%
                                ==========                ============

     (1) IFW St. Croix Group, LLLP changed its name to StoneTree Group, LLLP
in 2004.

     (2) These shares are in the name of Mary Lou Mallette, Mr. Mallette's
wife.

     (3) These shares were issued 11/22/2005 and are restricted.

     Unless otherwise noted above, Alpine Air believes that all persons named
in the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them.  For purposes hereof, a person is
deemed to be the beneficial owner of securities that can be acquired by such
person within 60 days from the date hereof upon the exercise of warrants or
options or the conversion of convertible securities.  Each beneficial owner's
percentage ownership is determined by assuming that any warrants, options or
convertible securities that are held by such person (but not those held by any
other person) and which are exercisable within 60 days from the date hereof,
have been exercised.

Securities Authorized for Issuance under Equity Compensation Plans.
-------------------------------------------------------------------

                    Equity Compensation Plan Information
                    ------------------------------------

            Number of                                  Number of securities
            securities                                 remaining available
            to be issued                               for future issuance
            upon exercise       Weighted-average       under equity
            of outstanding      exercise price of      compensation plans
Plan        options, warrants   outstanding options,   excluding securities
category    and rights          warrants and rights    reflected in column (a)
--------    ----------          -------------------    -----------------------
               (a)                      (b)                      (c)

Equity      548,295                 $2.53                      548,295
compen-
sation
plans
approved
by
security
holders

Equity
compen-
sation
plans not    -0-                   -0-                          -0-
approved
by
security
holders

Total       548,295                 $2.53                      548,295

          ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Alpine Air leased aircraft from CLB Corporation and Mallette Family, LLC
which are controlled by Mr. Mallette.  The terms were approved by a vote of
the directors.  During the fiscal year ended October 31, 2004, Alpine paid
$160,635 to CLB and $0 to Mallette Family, LLC in lease payments.

     On July 31, 2003, Alpine Aviation purchased 16 aircraft from
Mallette Family, LLC, for a total price of $17,330,569.  After taking into
account certain credits due to Alpine Aviation and the assumption of debt, the
net purchase price was $1,476,381.  This transaction was disclosed in a
Current Report on Form 8-K dated July 31, 2003, as amended, which was filed
with the Securities and Exchange Commission on August 15, 2003, and February
20, 2004 and which is incorporated herein by reference.  See Part III, Item 13
of this Annual Report.

     On December 15, 2003, Alpine Aviation purchased 16 Beechcraft Model 99's
from CLB Corporation for a total purchase price of $9,900,000.  After
deductions for certain credits due to Alpine Aviation and the assumption of
debt, the net purchase price was $9,103,966.  The consideration paid included
$9,104,000 in preferred stock of the Company's subsidiary Alpine Aviation,
Inc. and the assumption of the underlying debt on the aircraft totaling
$709,981.  The remaining $86,019 is recorded as a payable to the entity
related to an officer and majority shareholder of the Company.  This purchase
was disclosed in a Current Report on Form 8-K dated December 15, 2003, as
amended, filed with the Securities and Exchange Commission on December 31,
2003 and August 6, 2004.  These Current Reports are incorporated herein by
reference.  See Part III, Item 13 of this Annual Report.

     The Company leases aircraft to Sundance Air, Inc. which is 30% owned by
an Officer and majority shareholder of the company.  At October 31, 2005, the
Company had a receivable of $987,235 and carried lease deposits of $95,700.
During the year ended October 31, 2004 the Company, recorded leasing revenues
of $1,849,082 and charter service revenues of $209,454.  The Company further
recorded payments of $102,150 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.

     In connection with the purchase of the aircraft the Company issued a note
to an entity related to an officer and majority shareholder of the Company 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. Through October 31, 2003,
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.  Mallette Family LLC further made
note payments of $43,312, net of interest of $754, on behalf of the Company
during the period ended October 31, 2003.  During the year ended October 31,
2004, Mallette 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.  The entity related to an officer and majority
shareholder of the Company has agreed to forestay future payment until
required by the note's balloon payment which was due November 1, 2004 but has
been extended for a period of at least one year from October 31, 2004 by the
note holder.

     In connection with the purchase of aircraft from an entity related to an
officer and majority shareholder of the Company, the Company has entered into
a Note Payable in the amount of $86,019.  This note bears interest at 6.5% and
is callable on or after August 1, 2005 at note holder's option.

     During May 2004, lease payments due to an entity related to an officer
and majority shareholder of the Company in the amount of $667,115 were
converted into a demand note payable with interest to accrue at six and
one-half (6.50%) percent on the principal balance.  At October 31, 2004, the
unpaid balance was $472,174.


             ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Reports on Form 8-K.


     Current Report on Form 8-K dated July 31, 2003, as amended, filed August
15, 2003 and February 20, 2004.

     Current Report on Form 8-K dated December 15, 2003, as amended, filed
December 31, 2003 and August 6, 2004.

     Current Report on Form 8-K dated April 7, 2004, filed April 13, 2004.

     Current Report on Form 8-K dated April 27, 2004, filed April 27, 2004.

     Current Report on Form 8-K dated October 8, 2004, filed October 15, 2004.

     Current Report on Form 8-K dated February 2, 2005, filed February 2,
2005.

     Current Report on Form 8-K dated April 15, 2005, filed April 15, 2005.

     Current Report on Form 8-K dated June 28, 2005, as amended, filed on June
29, 2005 and July 7, 2005.

     (b) Exhibits.

23    Consent of independent registered public accounting firm
31.1  302 Certification of Eugene Mallette
31.2  302 Certification of Don T. Squire Jr.
32    906 Certification

Item 14.  Principal Accountant Fees and Services.


     The following is a summary of the fees billed to Alpine Air by its
principal accountants during the fiscal years ended October 31, 2005, and
October 31, 2004:


     Fee category                      2005           2004
     ------------                      ----           ----

     Audit fees                        $82,541       $112,550

     Audit-related fees                -0-            -0-

     Tax fees                          -0-            -0-

     All other fees                    -0-            -0-

     Total fees                        $82,541       $112,000

     Audit fees.  Consists of fees for professional services rendered by
our principal accountants for the audit of Alpine Air's annual financial
statements and the review of financial statements included in Alpine Air's
Forms 10-QSB or services that are normally provided by our principal
accountants in connection with statutory and regulatory filings or
engagements.

     Audit-related fees.  Consists of fees for assurance and related services
by our principal accountants that are reasonably related to the performance of
the audit or review of Alpine Air's financial statements and are not reported
under "Audit fees."

     Tax fees.  Consists of fees for professional services rendered by our
principal accountants for tax compliance, tax advice and tax planning.

     All other fees.  Consists of fees for products and services provided by
our principal accountants, other than the services reported under "Audit
fees," "Audit-related fees" and "Tax fees" above.  The fees disclosed in this
category include due diligence, preparation of pro forma financial statements
as a discussion piece for a Board member, preparation of letters in connection
with the filing of Current Reports on Form 8-K, and assistance with the books
of our Chilean subsidiary after the principal accountant's termination as our
auditor.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors.
---------------------------------

     The Company's Audit Committee Charter does not provide for the approval
in advance of the performance of professional services to be provided to the
Company by its principal accountant.  All services rendered by our principal
accountant are performed pursuant to a written engagement letter between us
and the principal accountant.

                                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: 1/30/2006                  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: 1/30/2006                     /s/Eugene Mallette
      ---------                     -----------------------
                                    Eugene Mallette, Chief Executive Officer
                                    and Director


Date: 1/30/2006                     /s/Don T. Squire Jr.
      ---------                     -----------------------
                                    Don T. Squire Jr., Chief Financial Officer


Date: 1/30/2006                     /s/Max A. Hansen
      ---------                     -----------------------
                                    Max A. Hansen, Secretary/Treasurer and
                                    Director


Date: 1/30/2006                     /s/Joseph O. Etchart
      ---------                     -----------------------
                                    Joseph O. Etchart, Chairman


Date: 1/30/2006                     /s/Kenneth D. Holliday
      ---------                     ------------------------
                                    Kenneth D. Holliday, Director