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, 2005

|_|   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, 2005 was approximately $77,876.

The number of shares of  Registrant's  Common Stock  outstanding  on October 31,
2005 was 2,427,922.

Revenue for the most recent fiscal year was $59,047.


<PAGE>

                         AIR BROOK AIRPORT EXPRESS, INC.
                                      INDEX


PART I

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
Item 13. Certification of Officers                                         7

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports
         on Form 8K                                                        7


<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 $6,000 per month,  the minimum payment per month to 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,  2005,  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,  2005,  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, 2005 and 2004, are as
      follows:

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

Year Ended October 31, 2005
---------------------------
Three months ended January 31, 2005                            .17      .07
Three months ended April 30, 2005                              .16      .12
Three months ended July 31, 2005                               .12      .05
Three months ended October 31, 2005                            .075     .05

(b)   As of October 31, 2005, 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
$59,047 and $61,668 for the years ended October 31, 2005 and 2004, respectively.

For the years  ended  October  31,  2005 and  2004,  the  Registrant's  expenses
amounted to $6,680 and  $12,449,  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 decreased to $6,680 from $12,449 for the year ended October 31, 2004.

As a result of assigning its operations to an affiliate, the Registrant has been
able to generate net income of $49,067 and $49,219,  respectively, for the years
ended October 31, 2005 and 2004.

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, 2005 the Company had a working capital deficiency of
$406,191 as well as an accumulated deficit of $831,580.  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, 2005                                                       F-2

Consolidated statements of income
For the years ended October 31, 2005 and 2004                          F-3

Consolidated statements of changes in stockholders' deficit
For the years ended October 31, 2005 and 2004                          F-4

Consolidated statements of cash flows
For the years ended October 31, 2005 and 2004                          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
         IN NEW YORK AND NEW JERSEY                    TEL:  973-628-0022
MEMBER OF AICPA                                        FAX:  973-696-9002
         PRIVATE COMPANIES PRACTICE SECTION            E-MAIL:  rgjcpa@erols.com


                  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,
2005,   and  the  related   consolidated   statements  of  income,   changes  in
stockholders'  deficit,  and cash flows for the years ended October 31, 2005 and
2004. 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. The Company
is not required to have, nor was I engaged to perform,  an audit of its internal
control over financial  reporting.  My audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate under the  circumstances,  but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, I express no such opionion. 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, 2005 and the results of their operations and their cash flows for
the years  ended  October 31, 2005 and 2004 in  accordance  with U.S.  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,  2005,  the  Company had a
working  capital  deficiency  of $406,191 as well as an  accumulated  deficit of
$831,580.  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 26, 2006


                                       F1
<PAGE>

                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                OCTOBER 31, 2005

ASSETS
------
Current assets:
     Cash                                                             $      96
     Deferred tax asset                                                   7,500
                                                                      ---------
Total current assets                                                      7,596

Deposits                                                                    650
                                                                      ---------

Total assets                                                          $   8,246
                                                                      =========

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

Current liabilities:
     Accounts payable                                                   $ - 0 -
     Accrued expenses                                                     - 0 -
     Due to affiliate                                                   414,437
                                                                      ---------

Total current liabilities                                              (414,437)
                                                                      ---------

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                                                    (831,580)
                                                                      ---------

Total stockholders' deficit                                            (406,191)
                                                                      ---------

Total liabilities and stockholders' deficit                           $   8,246
                                                                      =========


   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

                                                         2005            2004
                                                      ----------      ----------

Revenue                                               $   59,047      $   61,668
Expenses:
   General, administrative and operating                   6,680          12,449
                                                      ----------      ----------

Income before income taxes                                52,367          49,219
Provision for income taxes                                 3,300             -0-
                                                      ----------      ----------
Net income                                            $   49,067      $   49,219
                                                      ==========      ==========

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, 2005 AND 2004

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

Net income for the year
   ended October 31, 2005                                                       49,067          49,067
                                ---------      ---------      ---------      ---------       ---------
Balances, October 31, 2005      2,427,922      $     243      $ 425,146      $(831,580)      $(406,191)
                                =========      =========      =========      =========       =========
</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>
                                                                   2005          2004
                                                                 --------      --------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                              <C>           <C>
Net income                                                       $ 49,067      $ 49,219
Adjustments to reconcile net income to net cash provided by
operating activities:
     Adjustment for charges not requiring the outlay of cash:
         Provision for income taxes
     Changes in current liabilities:
             Decrease in amount due to affiliate                    3,300            --
                                                                  (52,332)      (49,374)
       Decrease in accounts payable and accrued expenses            - 0 -         - 0 -
                                                                 --------      --------
Net cash flows provided by operating activities                        35          (155)

CASH FLOWS FROM INVESTING ACTIVITIES                                   --            --

CASH FLOWS FROM FINANCING ACTIVITIES                                   --            --
                                                                 --------      --------
Increase/(Decrease) in cash                                            35          (155)
Cash, beginning of period                                              61           216
                                                                 --------      --------
Cash, end of period                                              $     96      $     61
                                                                 ========      ========
</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, 2005

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,  2005,  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, 2005.  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, 2005

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 and curreent liabilities  approximate their
            fair values at October 31, 2005.

            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, 2005 or 2004.

            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, 2005


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,  2005,  there was a  balance  due to Air Limo of
            $414,437,  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,
            2005  or  2004.   The  available  net   operating   losses   totaled
            approximately  $120,000 at October  31,  2005.  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:


                             2006                120,000


                                       F8
<PAGE>

                 AIR BROOK AIRPORT EXPRESS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                OCTOBER 31, 2005


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:


                                                      Current
                                                     ---------
                           Deferred Tax Assets       $  18,000
                           Realization Allowance        10,500
                                                     ---------
                             Balance Recognized      $   7,500
                                                     =========

            The provision for current  income taxes was $7,855 in the year ended
            October 31,  2005,  and $7,382 in the year ended  October 31,  2004.
            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 $58,500 during
            the 2005 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,  2005 of $52,332.  The  obligation  was reduced  $49,374
            during  the year  ended  October  31,  2004.  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,
            2005. 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 (67 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 thirty five (35) years,  beginning in 1971 when he founded Air Limo
of which he remains President.

JEFFREY M. PETROSKI (42 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 19 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, 2005 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 have owned of beneficially  more than 5% of the
      Registrant's Common Stock, $.0001 par value, on October 31, 2005:

                                     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,
      2005.

(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, 2005.

<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,
      2005.

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 was indebted to
CTL in the amount of $231,272  at October  31,  2005 and 2004  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, 2005 and 2004,  the Company and its
subsidiary were obligated to Air Limo for advances in the amount of $183,165 and
$235,497,  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 26, 2006                 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 26, 2 006                       /s/ Donald M. Petroski
                                        ----------------------------------------
                                            DONALD M. PETROSKI, President,
                                            Chief Financial Officer and Director


January 26, 2006                        /s/ Jeffrey M. Petroski
                                        ----------------------------------------
                                            JEFFREY M. PETROSKI, Secretary