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, 2004

[_]      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, 2004 was approximately $77,876.

The number of shares of  Registrant's  Common Stock  outstanding  on October 31,
2004 was 2,427,922.

Revenue for the most recent fiscal year was $61,668.

<PAGE>



                         AIR BROOK AIRPORT EXPRESS, INC.
                                      INDEX
<TABLE>
<CAPTION>

PART I
<S>  <C>                                                                          <C>
Item 1.  Business                                                                 1
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    2
Item 6.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                    3
Item 7.  Consolidated Financial Statements                                        4

PART III

Item 9.  Directors and Executive Officers of the Registrant                       5
Item 10. Executive Compensation                                                   5
Item 11. Security Ownership of Certain Beneficial Owners and Management           5 - 6
Item 12. Certain Relationships and Related Transactions                           6 - 7
tem 13. Certification of Officers                                                 7

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8K           7
</TABLE>

<PAGE>

PART I

ITEM 1. BUSINESS

The Registrant,  Air Brook Airport Express,  Inc. (the  "Company"),  through its
subsidiary, A.B. Park & 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.
The current  lease  agreement,  between  Air Limo and the Village of  Ridgewood,
covered an initial term that ended January 1, 1999.

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 an initial  period of three years from
February 1, 1993 to January 31,  1996.  Air Limo has entered into a new ten-year
license agreement with the New Jersey Highway Authority that terminates  January
31, 2011. 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,  subject
to a minimum  payment of $5,000 per month,  which minimum  payment  escalates to
$5,500 per month by the end of the term of the license agreement.  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 30 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
hour per day,  basis and provides  hourly  direct bus service to and from Newark
International Airport.

Montvale
--------
The second  Satellite  Terminal  is located on the Garden  State  Parkway at the
Montvale  Rest  Area in the  Air  Brook  Transportation  Center,  which  is also
occupied  by the  Hertz  Corporation  and  other  travel-related  entities.  The
Montvale  Satellite  Terminal  is open 20  hours  per  day,  7 days a week,  and
provides transportation to and from Newark International Airport.

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.

<PAGE>

ITEM 2. PROPERTIES

As of October 31,  2004,  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.

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.


PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a)      As of October 31, 2004, 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 for years ended October 31, 2004 and 2003, are
         as follows:

                                                         Common Stock
                                                              Bid
                                                        --------------
                                                         High     Low
                                                         ----     ---
Year Ended October 31, 2003
---------------------------
Three months ended January 31, 2003                      .07      .02
Three months ended April 30, 2003                        .10      .02
Three months ended July 31, 2003                         .09      .03
Three months ended October 31, 2003                      .09      .04

Year Ended October 31, 2004
---------------------------
Three months ended January 31, 2004                      .07      .04
Three months ended April 30, 2004                        .07      .07
Three months ended July 31, 2004                         .07      .07
Three months ended October 31, 2004                      .07      .07

(b)      As of October 31, 2004, the approximate  number of holders of record of
         the Registrant's Common Stock was 132.

(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.

                                       -2-

<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 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
$61,668 and $59,902 for the ears ended October 31, 2004 and 2003, respectively.

For the years  ended  October  31,  2004 and  2003,  the  Registrant's  expenses
amounted to $12,449 and $9,054,  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 $12,449 from $9,054 for the year ended October 31, 2003.

As a result of assigning its operations to an affiliate, the Registrant has been
able to generate net income of $49,219 and $50,848,  respectively, for the years
ended October 31, 2004 and 2003.

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, 2003 the Company had a working capital deficiency of
$455,258 as well as an accumulated deficit of $880,647.  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.

                                       -3-

<PAGE>

ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS.

Independent Auditor's Report                                          F-1

Consolidated balance sheet
October 31, 2004                                                      F-2

Consolidated statements of income
For the years ended October 31, 2004 and 2003                         F-3

Consolidated statements of changes in stockholders' deficit
For the years ended October 31, 2004 and 2003                         F-4

Consolidated statements of cash flows
For the years ended October 31, 2004 and 2003                         F-5

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

                                       -4-

<PAGE>

                                ROBERT G. JEFFREY
                           CERTIFIED PUBLIC ACCOUNTANT
                                61 BERDAN AVENUE
                             WAYNE, NEW JERSEY 07470

LICENSED TO PRACTICE                                 TEL:  973-628-0022
IN NEW YORK AND NEW JERSEY                           FAX:  973-696-9002
MEMBER OF AICPA                                      E-MAIL:  rgjcpa@erols.com
PRIVATE COMPANIES PRACTICE SECTION

                  REPORT OF INDEPENDENT PUBLIC ACCOUNTING FiRM

To the Board of Directors of Air Brook Airport Express, Inc.:

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,
2004,   and  the  related   consolidated   statements  of  income,   changes  in
stockholders'  deficit,  and cash flows for the years ended October 31, 2004 and
2003. 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 audits.

I conducted my audits in  accordance  with the  standards of the Public  Company
Accounting Oversight Board (United States).  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  audits  provide  a  reasonable  basis for my
opinion.

In my  opinion,  based  on my  audits,  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, 2004 and the results of their operations and their cash flows for
the years  ended  October 31, 2004 and 2003 in  accordance  with U.S.  generally
accepted accounting standards.


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,  2004,  the  Company had a
working  capital  deficiency  of $455,258 as well as an  accumulated  deficit of
$880,647.  As more fully  described  in Notes 1 and 5, 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 8 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
January 21, 2005

                                       F1

<PAGE>
                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                OCTOBER 31, 2004

ASSETS
------
Current assets:
     Cash                                                             $      61
     Deferred tax asset                                                  10,800
                                                                      ---------
Total current assets                                                     10,861

Deposits                                                                    650
                                                                      ---------

Total assets                                                          $  11,511
                                                                      =========

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

Current liabilities:
     Accounts payable                                                 $   - 0 -
     Accrued expenses                                                     - 0 -
     Due to affiliate                                                   466,769
                                                                      ---------

Total current liabilities                                               466,769
                                                                      ---------

Stockholders' deficit:
Common stock, $.0001 par value: 98,800,000 shares authorized;
2,427,922 issued and outstanding                                            243
Preferred stock, $.0001 par value:
1,200,000 shares authorized; none issued
Additional paid-in capital                                              425,146
Accumulated deficit                                                    (880,647)
                                                                      ---------

Total stockholders' deficit                                            (455,258)
                                                                      ---------

Total liabilities and stockholders' deficit                           $  11,511
                                                                      =========

   The accompanying notes 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

                                                           2004          2003
                                                       ----------     ----------
Revenue                                                $   61,668     $   59,902
Expenses:
   General, administrative and operating                   12,449          9,054
                                                       ----------     ----------

Net income                                             $   49,219     $   50,848
                                                       ==========     ==========

Basic and diluted earnings per common share:           $      .02     $      .02
                                                       ==========     ==========

Weighted average number of shares outstanding           2,427,922      2,427,922
                                                       ==========     ==========

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

                                       F3

<PAGE>

                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                  FOR THE YEARS ENDED OCTOBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                              Common       Additional                             Total
                                                               Stock        Paid-in         Accumulated       Stockholders'
                                              Shares          Amount        Capital           Deficit            Deficit
                                             ---------      ---------     ----------      -------------     ---------------

<S>                                         <C>                <C>         <C>              <C>                 <C>
Balances, October 31, 2002                   2,427,922          243         425,146          (980,714)       $      (555,325)

Net income for the year
   ended October 31, 2003                                                                      50,848                 50,848
                                                                                           -------------     ---------------


Balances, October 31, 2003                   2,427,922          243         425,146          (929,866)       $      (504,477)

Net income for the year
   ended October 31, 2004                                                                      49,219                 49,219
                                                                                           -------------     ---------------


Balances, October 31, 2004                   2,427,922      $   243       $  425,146       $ (880,647)       $      (455,258)
                                             =========      =======       ===========      =============     ===============
</TABLE>

   The accompanying notes 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

<TABLE>
<CAPTION>

                                                                2004        2003
                                                                ----        ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                           <C>         <C>
Net income                                                    $ 49,219    $ 50,848
Adjustments to reconcile net income to net cash provided by
operating activities:
     Changes in current liabilities:
       Decrease in amount due to Affiliate                     (49,374)    (50,637)
       Decrease in accounts payable and accrued expenses         - 0 -         (90)
                                                              --------    --------
Net cash flows provided by operating activities                   (155)        121

CASH FLOWS FROM INVESTING ACTIVITIES                                 -           -

CASH FLOWS FROM FINANCING ACTIVITIES                                 -           -
                                                              --------    --------
Increase/(Decrease) in cash (155)
                                                                               121
Cash, beginning of period                                          216          95
                                                              --------    --------
Cash, end of period                                           $     61    $    216
                                                              ========    ========
</TABLE>

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

                                       F5

<PAGE>

                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                OCTOBER 31, 2004

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, 2004, approximately twenty three 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 4 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,  2004.  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 5).  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, 2004

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.  Fair Value of Financial Instruments

                  The carrying amounts of the Company's  financial  instruments,
                  which include cash  equivalents,  accounts payable and accrued
                  liabilities approximate their fair values at October 31, 2004.

                  d.  Earnings Per Share

                  Basic and diluted  net income per common  share is computed by
                  dividing the net income  available to common  shareholders for
                  the period by the weighted  average number of shares of common
                  stock  outstanding  during the period.  The number of weighted
                  average shares outstanding as well as the amount of net income
                  per  share  are the same  for  basic  and  diluted  per  share
                  calculations  for all periods  reflected  in the  accompanying
                  financial statements.

                  e.  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.

                  f.  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.

                  g.  Advertising Costs

                  The Company expenses  advertising costs when the advertisement
                  occurs.  There were no expenditures for advertising during the
                  years ended October 31, 2004 or 2003.

                  h.  Segment Reporting

                  Management  treats  the  operation  of  the  Company  and  its
                  subsidiary as one segment.

                  i.  Recognition of Revenue

                  Revenue is realized from commissions on sales at the Satellite
                  Terminals. Recognition occurs upon receipt of daily reports of
                  these sales.

                                       F7

<PAGE>
                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                OCTOBER 31, 2004

NOTE 4            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 (10%)  percent  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, 2004, there was a balance due to Air Limo of
                  $466,769,  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.  As a
                  result,  neither has incurred  Federal income taxes during the
                  years  ended  October  31,  2004 or 2003.  The  available  net
                  operating losses totaled approximately $464,000 at October 31,
                  2004.  These losses can be carried forward and deducted in any
                  year in which the Companies have taxable income.  If not used,
                  these carryforwards will expire as follows:


                                   2005                          344,000
                                   2006                          120,000

                                       F8

<PAGE>

                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                OCTOBER 31, 2004

NOTE 6            INCOME TAXES (Cont'd)

                  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 recorded deferred tax assets as follows:

                                                              Long
                                                  Current     Term     Total
                                                  -------   --------  ---------
                        Deferred Tax Assets       $10,800   $ 58,800  $ 69,600
                        Realization Allowance           -     58,800    58,800
                                                  -------   --------  ---------
                             Balance Recognized   $10,800   $      -  $ 10,800
                                                  =======   ========  =========

                  The provision for current  income taxes was $7,382 in the year
                  ended  October 31, 2004,  and $7,619 in the year ended October
                  31, 2003.  These provisions have been offset by adjustments to
                  the  realization  allowance,  reducing  to zero the income tax
                  charge each year. The balance of the realization allowance was
                  reduced by $56,900  during the 2004 year  because of  expiring
                  net operating losses.

NOTE 7            SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

                  Revenue recognition  produces a reduction of the obligation to
                  Air Limo. In addition,  most Company  expenses are paid by Air
                  Limo  and the  obligation  is  increased.  These  transactions
                  resulted  in a net  reduction  of the  obligation  to Air Limo
                  during  the  year  ended  October  31,  2004 of  $49,374.  The
                  obligation  was reduced  $50,637 during the year ended October
                  31,  2003.  There  were no  noncash  investing  and  financing
                  activities during either year.

                  There  was no cash paid for  interest  or taxes  during  these
                  years.

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 Air Limo from the village of Ridgewood,  New Jersey.
                  This facility  produced 90% of Company revenue during the year
                  ended October 31, 2004. The initial lease term expired January
                  1, 1999.

                  The lease term of the Montvale facility will terminate January
                  31, 2011.

                                       F9
<PAGE>

PART III

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 M. Petroski         Secretary                  August, 1989

DONALD M. PETROSKI (66 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.  Mr.  Petroski  has  been  involved  in the  ground  transportation
industry for over thirty (30) years,  beginning in 1971 when he founded Air Limo
of which he remains President.

JEFFREY M. PETROSKI (41 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 18 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, 2004 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, 2004:

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

Donald M. Petroski (2)                 1,315,397                     54.2%
P.O. Box 123                           President
115 West Passaic Street
Rochelle Park, NJ

New America Group, Inc.                  550,500                     22.6%
513 Main Avenue
Bay Head, NJ

(1)      Based upon 2,427,922  shares of Common Stock  outstanding as of October
         31, 2004.

(2)      Donald M.  Petroski's  shares  include  1,010,000  shares  owned by Mr.
         Petroski,  277,422 shares owned by Air Limo, 27,850 shares owned by his
         son,  Jeffrey M.  Petroski,  and 125 shares owned by his wife,  Barbara
         Petroski.

                                       -5-

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (Cont'd)

(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, 2004.

<TABLE>
<CAPTION>
                                                                     Amount of
                                         Name and Address           of Beneficial        Percent of Class
 Title of Class                         of Beneficial Owner          Ownership                 (1)
 --------------                         ---------------------       -------------        -----------------
<S>                                     <C>                         <C>                           <C>
 Common Stock                           Donald M. Petroski             1,010,000                     41.6%
 $.0001 par value                       President, Director

 Common Stock                           Air Brook Limousine              277,422                     11.4%
 $.0001 par value

 Common Stock                           Jeffrey M. Petroski               27,850                      1.2%
 $.0001 par value                       Secretary

 Common Stock                           Barbara Petroski                     125                        -
 $.0001 par value
                                                                    -------------        -----------------
 Total                                                                  1,315,397                    54.2%
                                                                    =============        =================
</TABLE>

(1)      Based upon 2,427,922  shares of Common Stock  outstanding as of October
         31, 2004.

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 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.

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,  2004 and 2003  relating  to costs
associated with this  transaction;  this amount is included in the amount due to
affiliate on the balance sheet.

                                       -6-

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONT'D)

In addition to the above,  as of October 31, 2004 and 2003,  the Company and its
subsidiary were obligated to Air Limo for advances in the amount of $235,497 and
$284,871,  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.

ITEM 13. CERTIFICATION OF OFFICERS

Pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Sections 906 and 302
of the Sorbanes - Oxley Act of 2002, the President,  Chief Financial Officer and
Secretary of the Company certify that:

         1.       Each officer has reviewed this report.

         2.       Based upon the knowledge of each officer, this report does not
                  contain  any untrue  statement  of a material  fact or omit to
                  state a material fact necessary to make the  statements  made,
                  in light of the circumstances under which such statements were
                  made, not misleading.

         3.       Based on each officer's  knowledge,  the financial  statements
                  and  other  financial  information  included  in this  report,
                  fairly   present  in  all  material   respects  the  financial
                  condition  and results of  operations of the issuer as of, and
                  for, the periods presented in this report.

         4.       The  officers  signing  below  are  responsible  for  internal
                  controls,  have  designed  controls  to ensure  that  material
                  information  is made known to the officers on a timely  basis,
                  have evaluated the  effectiveness  of those controls within 90
                  days  prior  to  this  report,  and  have  reported  on  their
                  evaluation of the controls.

         5.       The officers  signing below have disclosed to the auditors all
                  significant  internal control problems and any fraud involving
                  employees    who    have    significant    internal    control
                  responsibilities.

         6.       The  officers  signing  below have  indicated  in this  report
                  whether there are any significant changes in internal controls
                  or in other factors that could  significantly  affect internal
                  controls subsequent to the date of their evaluation, including
                  actions correcting weakness in control.

         7.       (a) The Company maintains controls and procedures  designed to
                  ensure that the  information  required to be  disclosed in the
                  reports that the Company files or submits under the Securities
                  Exchange Act of 1934 is recorded,  processed,  summarized  and
                  reported  within the time  periods  specified in the rules and
                  forms of the  Securities and Exchange  Commission.  Based upon
                  their  evaluation of those controls and  procedures  performed
                  within 90 days of the filing  date of this  report,  the Chief
                  Executive  Officer and the Principal  Financial Officer of the
                  Company concluded that the Company's  disclosure  controls and
                  procedures were adequate.

                  (b)  Changes  in  internal  controls.   The  Company  made  no
                  significant  changes  in its  internal  controls  or in  other
                  factors  that  could   significantly   affect  these  controls
                  subsequent to the date of the  evaluation of those controls by
                  the Chief Executive Officer and Principal Financial Officer.

PART IV

ITEM 14. 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.

                                       -7-

<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities  and
Exchange 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: January 21, 2005            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 and Exchange 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.


January 21, 2005                   /S/Donald M. Petroski
                                   ----------------------------------------
                                   DONALD M. PETROSKI, President,
                                   Chief Financial Officer and Director


January 21, 2005                   /S/Jeffrey M. Petroski
                                   ----------------------------------------
                                   JEFFREY M. PETROSKI, Secretary