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

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended October 31, 1998

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

                         Commission File Number 33-9218

                         AIR BROOK AIRPORT EXPRESS, INC.
             (Exact name of Registrant as specified in its Charter)

                  DELAWARE                               22-2742564
          (State of incorporation)          (I.R.S. Employer Identification No.)

115 WEST PASSAIC STREET, ROCHELLE PARK, NEW JERSEY          07662
(Address of principal executive offices)                  (Zip Code)

                                 (201) 843-6100
              (Registrant's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE SECURITIES
                              EXCHANGE ACT OF 1934:

                               Title of Each Class
                               -------------------
                          Common stock $.0001 par value

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein and will not 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. YES |X| NO |_|

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES |X| NO |_|

The aggregate market value of the voting stock held by non-affiliates of the
Registrant at October 31, 1998 was approximately $31,250.

The number of shares of Registrant's Common Stock outstanding on October 31,
1998 was 2,014,500.

Revenue for the most recent fiscal year was $69,540.
<PAGE>

                         AIR BROOK AIRPORT EXPRESS, INC.
                                      INDEX

PART I

Item 1. Business                                                           1-2
Item 2. Properties                                                         2
Item 3. Legal Proceedings                                                  2
Item 4. Submission of Matters to a Vote of Security Holders                2

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder
        Matters                                                            3
Item 6. Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                              4
Item 7. Consolidated Financial Statements                                  5

PART III

Item 9. Directors and Executive Officers of the Registrant                 6
Item 10. Executive Compensation                                            6
Item 11. Security Ownership of Certain Beneficial Owners and Management    6-7
Item 12. Certain Relationships and Related Transactions                    7-8

PART IV

Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8K    9
<PAGE>

Part I

Item 1. Business

The Registrant, Air Brook Airport Express, Inc. (the "Company"), through its
subsidiary, A.B. Park and Fly, Inc. ("Abex"), receives fees related to two
airport ground transportation terminals ("Satellite Terminals"). One Satellite
Terminal is located in the Village of Ridgewood, New Jersey and the second is
located in the Borough of Montvale, New Jersey. The related bus service is
provided directly to and from Newark International Airport.

On February 4, 1991, Abex transferred all of the operating activities of its
Ridgewood Satellite Terminal to an affiliate, Air Brook Limousine, Inc. ("Air
Limo"). On July 1, 1991, Abex transferred all of its transportation equipment to
Air Limo. The majority stockholder of Air Limo is also the majority stockholder
and President of the Company. Air Limo, in return, agreed to pay Abex a fee
equal to ten percent (10%) of the gross collections of such Satellite Terminal.

During May, 1993, Air Limo, through a license agreement with the New Jersey
Highway Authority (the "Authority"), opened a second Satellite Terminal located
in the Borough of Montvale. The license agreement included a lease agreement
between Air Limo and the Authority for a period of three years from February 1,
1993 to January 31, 1996. The lease agreement has been continued on a month to
month basis. As consideration for the use of the Satellite Terminal, Air Limo
pays the Authority twelve and one half percent (12 1/2%) of the gross sales.
Abex receives from Air Limo a three percent (3%) fee of the gross collections
from this site.

The Satellite Terminals

Ridgewood

The Satellite Terminal is located on New Jersey Route 17, approximately 35 miles
north of Newark Airport. The Satellite Terminal grounds include parking for
approximately 99 cars as well as a 600 square foot climate controlled ticket
office and waiting area. The Satellite Terminal operates on a 7 day a week, 20
hours per day, basis and provides direct bus service to and from Newark
International Airport every 30 minutes in the most active pick up periods during
the week and hourly in other periods and on weekends.

Montvale

The second Satellite Terminal is located on the Garden State Parkway at the
Montvale Rest Area. The Terminal is located in the Parkway's Transportation
Center, which is also occupied by Airline Ticket Counters and Tourist
Information. The Montvale Satellite Terminal is open 20 hours per day, 7 days a
week, and provides transportation to and from Newark International Airport.


                                       -1-
<PAGE>

Item 1. Business (Cont'd)

The Satellite Terminals (Cont'd)

Competition

Air Limo primarily competes against private limousine services and other forms
of public transportation to and from Newark International Airport for passengers
in and around Bergen County, New Jersey who might otherwise use their own means
of transportation to reach and return from the airport.

Employees

Currently, the Registrant and its subsidiary Abex have no employees since all
the operations were transferred to Air Limo on February 4, 1991.

Item 2. Properties

As of October 31, 1998, the Registrant maintained its principal executive
offices at 115 West Passaic Street, Rochelle Park, New Jersey, on a rent free
basis pursuant to a verbal agreement with Donald M. Petroski, the Registrant's
President and principal shareholder.

Abex entered into a lease agreement during September 1988 with the village of
Ridgewood, N.J, for space necessary for the Satellite Terminal located in
Ridgewood. The lease was for an initial term of 15 months with four renewal
periods of one year each. Abex is currently leasing such Satellite Terminal on a
month to month basis.

Item 3. Legal Proceedings

None

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

No matters were submitted to a vote of security holders during the last quarter
of the period covered by this report.


                                       -2-
<PAGE>

Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

(a)   As of May 1, 1999, the Registrant's Common Stock is traded in the
      over-the-counter market. The range of high and low bid quotations, as
      reported by the National Quotation Bureau Incorporated, for the
      Registrant's securities through the three months ended October 31, 1998,
      is as follows:

                                                            Common Stock
                                                                 Bid
                                                            ------------
                                                            High    Low

Year Ended October 31, 1997

Three months ended January 31, 1997                         1/8     1/32
Three months ended April 30, 1997                           1/8     1/32
Three months ended July 31, 1997                            1/32    1/32
Three months ended October 31, 1997                         1/32    1/32

Year Ended October 31, 1998

Three months ended January 31, 1998                         1/32    1/32
Three months ended April 30, 1998                           1/32    1/32
Three months ended July 31, 1998                            1/16    1/32
Three months ended October 31, 1998                         1/32    1/32

(b)   As of October 31, 1998, the approximate number of holders of record of the
      Registrant's Common Stock was 129.

(c)   The Registrant has never paid cash dividends on its Common Stock. Payment
      of dividends is within the sole discretion of the Registrant's Board of
      Directors and depends, among other factors, on earnings, capital
      requirements and the operating and financial condition of the Registrant.


                                       -3-
<PAGE>

Item 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Pursuant to an agreement signed on February 4, 1991, the Company transferred all
of its operating activities for its Satellite Terminal located in Ridgewood, New
Jersey and, on July 1, 1991, its transportation equipment to Air Limo. Air Limo
in return agreed to pay the Company a fee equal to ten percent (10%) of gross
collections from such Satellite Terminal.

On May 1, 1993, the Company entered into an agreement with Air Limo in which Air
Limo agreed to open and operate a second Satellite Terminal located in the
borough of Montvale, New Jersey. Pursuant to the agreement, Air Limo bears all
costs of opening and operating such Satellite Terminal and pays the Company
three percent (3%) of Air Limo's gross receipts from such Satellite Terminal.

On August 10, 1993, the Company entered into an agreement with Air Limo which
stipulates that Air Limo will fund the Company's operations for as long as Air
Limo deems necessary and as long as Air Limo is financially able. Such advances
are due on demand. Air Limo may terminate such agreement at any time at its own
discretion.

In conjunction with these agreements, the Registrant has generated revenue of
$69,540 and $71,529 for the years ended October 31, 1998 and 1997, respectively.

For the years ended October 31, 1998 and 1997, the Registrant's expenses
amounted to $5,531 and $5,501, respectively. The Registrant's expenses are
administrative in nature since all of the operational expenses are borne by the
affiliate based on the agreements discussed above. General and administrative
expenses increased to $5,531 for the year ended October 31, 1998 from $5,501 for
the year ended October 31, 1997. This increase amounted to less than 1%.

As a result of assigning its operations to an affiliate, the Registrant has been
able to generate net income of $64,009 and $66,028, respectively, for the years
ended October 31, 1998 and 1997

Liquidity and Capital Resources

The Company's consolidated financial statements have been prepared assuming that
it will continue as a going concern. As shown in the consolidated financial
statements, at October 31, 1998 the Company had a working capital deficiency of
$1,103,091 as well as an accumulated deficit of $1,305,578. The Company obtains
its entire financial support from an affiliate which is under the common control
of the Company's majority stockholder. These factors, among other things, raise
substantial doubt about its ability to continue as a going concern. The
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts or
classification of liabilities that might be necessary should the Company be
unable to continue in operation.


                                       -4-
<PAGE>

Item 7. Consolidated Financial Statements.

Independent Auditors' Report                                      F-1

Consolidated balance sheet October 31, 1998                       F-2

Consolidated statements of income
For the years ended October 31, 1998 and 1997                     F-3

Consolidated statements changes in of stockholders' deficit
For the years ended October 31, 1998 and 1997                     F-4

Consolidated statements of cash flows
For the years ended October 31, 1998 and 1997                     F-5

Notes to consolidated financial statements                        F-6 - F-9


                                       -5-
<PAGE>

                        [LETTERHEAD OF ROBERT G. JEFFERY]

                          INDEPENDENT AUDITOR'S REPORT

To the Stockholders of
Air Brook Airport Express, Inc. and Subsidiary

I have audited the accompanying consolidated balance sheet of Air Brook Airport
Express, Inc. and its wholly owned subsidiary ("the Company") as of October 31,
1998, and the related consolidated statements of income, stockholders' deficit,
and cash flows for the years ended October 31, 1998 and 1997. These consolidated
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these consolidated financial
statements based on my audit.

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

In my opinion, based on my audit, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of Air
Brook Airport Express, Inc. and its wholly owned subsidiary as of October 31,
1998 and the results of their operations and their cash flows for the years
ended October 31, 1998 and 1997 in conformity with generally accepted accounting
principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As shown in the accompanying
consolidated financial statements, at October 31, 1998, the Company had a
working capital deficiency of $1,103,091 as well as an accumulated deficit of
$1,305,578. As more fully described in Notes 1 and 6, the Company obtains its
entire financial support from an affiliate which is under the common control of
the Company's majority stockholder. These factors among other things, also
discussed in Notes 1 and 6 to the consolidated financial statements, raise
substantial doubt about its ability to continue as a going concern. The
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts or
classification of liabilities that might be necessary should the Company be
unable to continue in operation.

Wayne, New Jersey
July 22, 1999


                                       F1
<PAGE>

                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                OCTOBER 31, 1998

ASSETS
Current assets:
  Cash                                                              $       346
                                                                    -----------
Total current assets                                                        346

Deposits                                                                    650
                                                                    -----------

Total assets                                                        $       996
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                                  $   314,913
  Accrued expenses                                                        4,215
  Due to affiliate                                                      784,309
                                                                    -----------

Total current liabilities                                             1,103,438
                                                                    -----------

Stockholders' deficiency:
Common stock, $.0001 par value: 98,800,000
authorized; 2,014,500 issued and outstanding                                201
Preferred stock, $.0001 par value:
1,200,000 shares authorized, none issued                                     --
Additional paid-in capital                                              202,936
Accumulated deficit                                                  (1,305,578)
                                                                    -----------

Total stockholders' deficiency                                       (1,102,441)
                                                                    -----------

Total liabilities and stockholders' deficiency                      $       996
                                                                    ===========

  The accompanying notes and accountant's audit report are an integral part of
                          these financial statements.


                                       F2
<PAGE>

                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                         FOR THE YEARS ENDED OCTOBER 31

                                                            1998         1997
                                                         ----------   ----------

Revenue                                                  $   69,540   $   71,529

Expense:
   General, administrative and operating                      5,501        5,531
                                                         ----------   ----------
Total expenses                                                5,531        5,501
                                                         ----------   ----------

Net income                                               $   64,009   $   66,028
                                                         ==========   ==========
Income per common equivalent share:
Net income                                               $      .03   $      .03
                                                         ==========   ==========
Weighted average number of shares
outstanding:
Primary                                                   2,014,500    2,014,500
                                                         ==========   ==========

  The accompanying notes and accountant's audit report are an integral part of
                          these financial statements.


                                       F3
<PAGE>

                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                  FOR THE YEARS ENDED OCTOBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                    Common Stock         Additional                     Total
                             -------------------------     Paid-in     Accumulated   Stockholders'
                                Shares        Amount       Capital       Deficit        Deficit
                             -----------   -----------   -----------   -----------   ------------
<S>                          <C>                   <C>   <C>           <C>            <C>
Balances, October 31, 1996     2,014,500   $       201   $   202,936   $(1,435,615)   $(1,232,478)

Net income, for the year
  ended October 31, 1997              --            --            --        66,028         66,028
                             -----------   -----------   -----------   -----------    -----------
Balances, October 31, 1997     2,014,500           201       202,936    (1,369,587)    (1,166,430)

Net income, for the year
  ended October 31, 1998              --            --            --        64,009         64,009
                             -----------   -----------   -----------   -----------    -----------
Balances, October 31, 1998     2,014,500   $       201   $   202,936   $(1,305,578)   $(1,102,441)
                             ===========   ===========   ===========   ===========    ===========
</TABLE>

  The accompanying notes and accountant's audit report are an integral part of
                          these financial statements.


                                       F4
<PAGE>

                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE YEARS ENDED OCTOBER 31

                                                         1998            1997
                                                       --------        --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                             $ 64,009        $ 66,028
Adjustments to reconcile net income to net cash
   provided by operating activities:
      Changes in current liabilities:
        Decrease in amount due to Affiliate             (63,581)        (65,687)
        Decrease in accrued expenses                       (598)           (138)
                                                       --------        --------
Net cash flows provided by operating activities            (170)            203

CASH FLOW FROM INVESTING ACTIVITIES                          --              --

CASH FLOW FROM FINANCING ACTIVITIES                          --              --
                                                       --------        --------

Increase (decrease) in cash                                (170)            203
Cash, beginning of period                                   516             313
                                                       --------        --------
Cash, end of period                                    $    346        $    516
                                                       ========        ========

  The accompanying notes and accountant's audit report are an integral part of
                          these financial statements.


                                       F5
<PAGE>

                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                OCTOBER 31, 1998

NOTE 1      ORGANIZATION

            Air Brook Airport Express, Inc. ("the Company") was incorporated in
            the State of Delaware on April 3, 1986 under the name Bay Head
            Ventures, Inc. The Company changed to the present name on December
            8, 1988. The Company was formed primarily to investigate potential
            merger candidates, asset purchases and other possible business
            acquisitions.

            On July 29, 1988 the Company acquired 100% of the issued and
            outstanding shares of A.B. Park & Fly, Inc. ("Abex"), by issuing
            1,010,000 shares of common stock to the sole shareholder of Abex.
            Abex is a New Jersey Corporation incorporated on December 9, 1987.
            Until 1991, it provided direct bus service to and from a local
            airport.

            At October 31, 1998 and 1997, approximately twenty seven percent of
            the Company's outstanding common stock was owned by a publicly held
            Company.

            BUSINESS

            The Company continues to seek business acquisitions, but its primary
            activities are the realization of commissions from the operation by
            an affiliate of two airport ground transportation terminals in
            Bergen County. These terminal operations transport passengers to and
            from Newark Airport. The Company is dependent on this affiliate for
            its revenue and for the financing of day to day operations. These
            arrangements are described in Notes 5 and 8.

NOTE 2      GOING CONCERN UNCERTAINTY

            The accompanying consolidated financial statements have been
            prepared assuming that the Company will continue as a going concern.
            As shown in the consolidated financial statements, the Company had a
            material working capital deficiency and an accumulated deficit at
            October 31, 1998. Additionally, the Company receives significant
            financial support and generates all of its revenue from an
            affiliated entity, Air Brook Limousine, Inc. ("Air Limo"), pursuant
            to agreements dated February 4, 1991 and May 1, 1993 (See Note 6).
            These factors raise substantial doubt about the ability of the
            Company to continue as a going concern. The consolidated financial
            statements do not include adjustments relating to the recoverability
            of assets and classification of liabilities that might be necessary
            should the Company be unable to continue in operation with its
            affiliate.

            The Company's present plans, the realization of which cannot be
            assured, to overcome these difficulties include but are not limited
            to the continuing effort to investigate business acquisition and
            merger opportunities.

NOTE 3      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            a. Consolidated Statements

            The consolidated financial statements include the accounts of the
            Company and its wholly owned subsidiary, Abex. All significant
            intercompany balances and transactions have been eliminated in
            consolidation.


                                       F6
<PAGE>

                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                OCTOBER 31, 1998

NOTE 3      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

            b. Cash

            For purposes of the Statement of Cash Flows, the Company considers
            all short-term debt securities purchased with a maturity of three
            months or less to be cash equivalents.

            c. Net Income Per Share

            Net income per share is based upon the weighted average number of
            shares outstanding during the respective periods.

            d. Income Taxes

            The Company accounts for income taxes in accordance with Statement
            of Financial Accounting Standards No. 109, "Accounting for Income
            Taxes", which requires the use of the "liability method".
            Accordingly, deferred tax liabilities and assets are determined
            based on differences between the financial statement and tax bases
            of assets and liabilities, using enacted tax rates in effect for the
            year in which the differences are expected to reverse. Current
            income taxes are based on the income that is currently taxable.

            e. Use of Estimates

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


                                       F7
<PAGE>

                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                OCTOBER 31, 1998

NOTE 5      RELATED PARTY TRANSACTIONS

            Pursuant to two 1991 agreements, Abex transferred all of its
            transportation equipment and the operating activities of a ground
            transportation facility in Ridgewood, New Jersey to its affiliate,
            Air Limo. Air Limo in return has agreed to pay Abex a fee equal to
            ten percent (10%) of gross collections from such facility.

            On May 1, 1993, Abex entered into an agreement with Air Limo
            concerning a second Satellite Terminal operated by Air Limo in the
            Borough of Montvale. Pursuant to this agreement, Air Limo bears all
            costs of operating the facility and pays Abex three percent (3%) of
            the gross receipts generated by the facility..

            Air Limo has stated its intention to advance funds on behalf of the
            Company and its subsidiary as long as Air Limo deems this necessary
            and as long as Air Limo is financially able to do so. Such advances
            are due on demand and Air Limo may terminate this arrangement at any
            time.

            The Company's principal offices are in a building owned by its
            president. The Company occupies these offices on a month to month
            basis, free of charge.

NOTE 5      DUE TO AFFILIATE

            As of October 31, 1998, there was a balance due to Air Limo of
            $784,309, the net amount of advances made by Air Limo partially
            offset by earnings on the contracts for the operation of the two
            terminals. This balance bears no interest and is payable on demand.

NOTE 6      INCOME TAXES

            The Company and its subsidiary have each experienced significant net
            operating losses in previous years. These losses can be deducted as
            net operating losses in any year in which the companies have taxable
            income. Under Statement of Financial Accounting Standards No. 109
            recognition of deferred tax assets is permitted unless it is more
            likely than not that the assets will not be realized. The Company
            has not recognized any deferred tax assets.

NOTE 7      SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

            There were no noncash investing and financing activities during the
            years ended October 31, 1998 and 1997. There was no cash paid for
            interest or taxes during these years.


                                       F8
<PAGE>

                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                OCTOBER 31, 1998

NOTE 8      COMMITMENTS AND CONTINGENCIES

            a. Dependence on Affiliate

            Air Limo advances funds on behalf of the Company and its subsidiary
            to finance day to day operations. This arrangement could be
            terminated at any time by Air Limo, and these advances are due on
            demand. In addition, all Company revenue comes from commissions on
            revenue of the two facilities operated by Air Limo.

            b. Dependence on Lease Terms

            The Ridgewood terminal, which is operated by Air Limo, is leased by
            Abex on a month to month basis from the village of Ridgewood, New
            Jersey. This facility produced 90% of Company revenue during the
            year ended October 31, 1998. Termination of this lease would
            eliminate this revenue stream.

            The lease term of the Montvale facility ended in January, 1996.
            Since then it has been leased by Air Limo on a month to month basis.

NOTE 9      SUBSEQUENT EVENTS

            a. Issuance of Common Stock in Satisfaction of Past Due Liabilities

            The Company has committed to issue 136,000 shares of its common
            stock to settle a $204,913 past due account payable. On April 11,
            1997, the Company agreed to issue 277,422 shares of its common stock
            to settle a $17,339 past due account payable. Neither of these
            blocks of stock has been issued, and the unpaid bills are included
            as liabilities

            b. Disputed Liability

            The Company has disputed a $110,000 bill for professional services,
            which is included in current liabilities. This bill was settled in
            July, 1999 for $7,500.


                                       F9
<PAGE>

Item 9. Directors and Executive Officers of the Registrant

Name                              Position                 Term-Served Since
----                              --------                 -----------------

Donald M. Petroski                President, Chief         July, 1988
                                  Financial Officer,
                                  Director

Jeffrey Petroski                  Secretary                August, 1989

Donald M. Petroski (60 years old) has been President, Chief Financial Officer
and a Director of the Registrant since July 1988 when the Registrant acquired
all of the outstanding stock of Abex, of which Mr. Petroski was the sole
shareholder of Abex. Mr. Petroski has been involved in the ground transportation
industry for over twenty seven (27) years, beginning in 1971 when he founded Air
Limo of which he remains President.

Jeffrey Petroski (36 years old) has been Secretary of the Registrant since
August, 1989. A graduate of Rutgers University, Mr. Petroski has been involved
in the transportation industry for 14 years. Mr. Petroski is the son of Donald
Petroski and also a Vice President of Air Limo, an affiliate of the Registrant.

The above officers and directors shall serve for a term of one year or until
their successors have been elected.

Item 10. Executive Compensation

For the year ended October 31, 1998 no executive officers or directors of the
registrant were paid or accrued remuneration in excess of $60,000.

No compensation has been or will be paid on account of services rendered by a
director in such capacity other than for the reasonable expenses incurred in
connection with the Registrant's business.

Item 11. Security Ownership of Certain Beneficial Owners and Management

      (a)   Security Ownership of Certain Beneficial Owners:

      Set forth below is certain information concerning persons/entities who are
      known by the Registrant to own beneficially more than 5% of the
      Registrant's Common Stock, $.0001 par value, on October 31, 1998:

                                  Amount and Nature
Name and Address                    of Beneficial               Percent
of Beneficial Owner                   Ownership               of Class (l)
-------------------                   ---------               ------------

Donald M. Petroski (2)                1,036,875                   51.4%
P.O. Box 123                          President
115 West Passaic Street
Rochelle Park, NJ

New America Group, Inc.                 550,500                   27.3%
513 Main Avenue
Bay Head, NJ

Rosary De Filippis Tobia                 50,000                    2.5%
513 Main Avenue
Bay Head, NJ (3).


                                       -6-
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management (Cont'd)

(1)   Based upon 2,014,500 shares of Common Stock outstanding as of October 31,
      1998.

(2)   Donald M. Petroski's shares include 1,010,000 shares owned by Mr.
      Petroski, 26,750 shares owned by his son, Jeffrey Petroski, and 125 shares
      owned by his wife, Barbara Petroski.

(3)   Does not include an additional 65,000 shares held by related parties, over
      which Ms. Tobia disclaims any beneficial ownership (except for that which
      may nevertheless be attributed by operation of law despite such
      disclaimer).

(b)   Security Ownership of Management:

      Set forth below is certain information concerning the number and
      percentage of shares of Common Stock of the Registrant owned of record and
      beneficially by each officer and director of the Registrant and by all
      officers and directors as a group as of October 31, 1998.

                                                      Amount of    Percent of
                          Name and Address          of Beneficial     Class
Title of Class          of Beneficial Owner           Ownership        (1)
--------------          -------------------           ---------        ---
Common Stock            Donald M. Petroski            1,010,000        50.1%
$.0001 par value        President, Director

Common Stock            Jeffrey Petroski                 26,750         1.3%
$.0001 par value        Secretary                     ---------       -----

Total                                                 1,036,750        51.4%
                                                      =========       =====

(1)   Based upon 2,014,500 shares of Common Stock outstanding as of October 31,
      1998.

Item 12. Certain Relationships and Related Transactions

The Company occupies its principal executive offices on a month to month basis,
free of charge, from its President.

Pursuant to an agreement signed on February 4, 1991, Abex transferred all of its
operating activities for its Ridgewood Satellite Terminal to Air Limo and, on
July 1, 1991, transferred its transportation equipment to Air Limo. Air Limo in
return has agreed to pay Abex a fee equal to ten percent (10%) of gross
collections of such Satellite Terminal.

On May 1, 1993, Abex entered into an agreement with Air Limo whereby Air Limo
opened and operated a second Satellite Terminal in the Borough of Montvale on
behalf of Abex. Pursuant to the agreement, Air Limo bears all costs of opening
and operating such Satellite Terminal and pays Abex three percent (3%) of Air
Limo's gross receipts from such Satellite Terminal.

On August 10, 1993, Air Limo agreed to advance funds on behalf of the Company
and its subsidiary as long as Air Limo deems necessary and as long as Air Limo
is financially able. Such advances are due on demand. Air Limo may terminate
this arrangement at any time at its own discretion.


                                       -7-
<PAGE>

Item 12. Certain Relationships and Related Transactions (Cont'd)

In November, 1988, Abex executed an agreement to acquire Central Transit Lines,
Inc., ("CTL") by issuance of additional shares of common stock in exchange for
100% of the issued and outstanding common shares of CTL. CTL is a wholly owned
subsidiary of Air Limo. The agreement provided for a transition period during
which several contingencies had to be met before the acquisition became
effective. The transaction was terminated in 1989. The agreement stipulated that
if the acquisition was not consummated, Abex would be responsible to CTL for all
reasonable costs associated with such transition period. Abex is indebted to CTL
in the amount of $231,272 at October 31, 1998 and 1997 relating to costs
associated with this transaction.

In addition to the above, as of October 31, 1998 and 1997 the Company and its
subsidiary were obligated to Air Limo for advances in the amount of $553,037 and
$616,618, respectively. These advances are made directly to or on behalf of the
Company and Abex to fund operations and liquidate liabilities. Such advances
bear no interest and are payable on demand.


                                       -8-
<PAGE>

Part IV

Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8K

All other schedules required by Regulation S-B are omitted because they are not
applicable or the required information is included in the financial statements
or the notes thereto.


                                       -9-
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                               AIR BROOK AIRPORT EXPRESS, INC., AND
                               SUBSIDIARY (Registrant)


Dated: July 22, 1999           By: /s/ Donald M. Petroski
                               ------------------------------------
                               DONALD M. PETROSKI
                               President


                               By: /s/ Donald M. Petroski
                               ------------------------------------
                               DONALD M. PETROSKI
                               Chief Financial Officer

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


July 22, 1999                  /s/ Donald M. Petroski
                               ------------------------------------
                               Donald M. Petroski, President,
                               Chief Financial Officer and Director


July 22, 1999                  /s/ Jeffrey Petroski
                               ------------------------------------
                               Jeffrey Petroski, Secretary