**Table
            of Contents**





**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-KSB/A**





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 ANDEXCHANGE
                  ACT OF 1934





For
      the
      Fiscal Year Ended October 31, 2005 (Amended)





o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ANDEXCHANGE
                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
o





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
o





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.





**Table
        of Contents**




AIR
      BROOK
      AIRPORT EXPRESS, INC.


INDEX




THIS
                10K-SB/A HAS BEEN AMENDED TO REFLECT THE COMMENTS OF THE SECURITIES
                AND
                EXCHANGE COMMISSION, PARTICULARLY WITH THE INCLUSION OF ITEM 8A “CONTROLS
                AND PROCEDURES,” WHICH HAD BEEN EXCLUDED FROM THE ORIGINAL FILING.




**PART
                I**Item
                1.
            Business
            1Item
                2.
            Properties
            2Item
                3.
            Legal
                Proceedings
            2Item
                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
            2Item
                6.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            3Item
                7.
            Consolidated
                Financial Statements
            4**PART
                III**Item
                8.
            Changes
                In and Disagreements with Accountants on Accounting and Financial
                Disclosure
            5Item
                9.
            Directors
                and Executive Officers of the Registrant
            5Item
                10.
            Executive
                Compensation
            6Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management
            6Item
                12.
            Certain
                Relationships and Related Transactions
            7Item
                13.
            Certification
                of Officers
            8**PART
                IV**Item
                14.
            Exhibits,
                Financial Statement Schedules and Reports on Form 8K
            8





-i-
 **Table
            of Contents**




**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.


-1-
 **Table
            of Contents**




**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
                StockBidHigh
            
            LowYear
                Ended October 31, 2004Three
                months ended January 31, 2004
            
            
            .07
            
            
            .04Three
                months ended April 30, 2004
            
            
            .07
            
            
            .07Three
                months ended July 31, 2004
            
            
            .07
            
            
            .07Three
                months ended October 31, 2004
            
            
            .07
            
            
            .07Year
                Ended October 31, 2005Three
                months ended January 31, 2005
            
            
            .17
            
            
            .07Three
                months ended April 30, 2005
            
            
            .16
            
            
            .12Three
                months ended July 31, 2005
            
            
            .12
            
            
            .05Three
                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 Stockwas
                132.





(c)
            The
                Registrant has never paid cash dividends on its Common Stock. Payment
                of
                dividends is within thesole
                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-
 **Table
          of Contents**




**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.
      This decline in revenue is principally attributable to decreased
      volume.




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, this decrease
      principally attributable to the negotiation of reduced transfer agent fees
      and
      lower accounting fees.




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-
 **Table
          of Contents**




**Item
      7. Consolidated Financial
      Statements.**





Independent
                Auditor’s Report
            F-1Consolidated
                balance sheet October 31, 2005
            F-2Consolidated
                statements of income For the years ended October
                31, 2005 and 2004
            F-3Consolidated
                statements of changes in stockholders’ deficit
                For the years ended October 31, 2005 and 2004
            F-4Consolidated
                statements of cash flows For the years ended
                October 31, 2005 and 2004
            F-5Notes
                to consolidated financial statements
            F-6
                - F-9




-4-
 **Table
          of Contents**




**ROBERT
      G. JEFFREY**


CERTIFIED
      PUBLIC ACCOUNTANT


**61
      BERDAN AVENUE**


**WAYNE,
      NEW JERSEY 07470**





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





REPORT
      OF
      INDEPENDENT REGISTERED 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 opinion. 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.




/S/Robert
      G. Jeffrey





ROBERT
      G.
      JEFFREY


Wayne,
      New Jersey


January
      26, 2006


F-1
 **Table
          of Contents**


AIR
      BROOK
      AIRPORT EXPRESS, INC. AND SUBSIDIARY


CONSOLIDATED
      BALANCE SHEET


OCTOBER
      31, 2005


ASSETSCurrent
                assets:Cash
            
            $
            96Deferred
                tax asset
            
            
            7,500Total
                current assets
            
            
            7,596Deposits
            
            
            650Total
                assets
            
            $
            8,246LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilities:Accounts
                payable
            
            $
            -
                0 -Accrued
                expenses
            
            
            -
                0 -Due
                to affiliate
            
            
            414,437Total
                current liabilities
            
            
            414,437Stockholders'
                deficit:Common
                stock, $.0001 par value: 98,800,000 shares authorized;2,427,922
                issued and outstanding
              Preferred
                stock, $.0001 par value:
              1,200,000
                shares authorized; none issued
            
            
            243Additional
                paid-in capital
            
            
            425,146Accumulated
                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.


F-2
 **Table
          of Contents**




AIR
      BROOK
      AIRPORT EXPRESS, INC. AND SUBSIDIARY


CONSOLIDATED
      STATEMENTS OF INCOME


FOR
      THE
      YEARS ENDED OCTOBER 31


2005
            
            2004Revenue
            
            $
            59,047
            
            $
            61,668Expenses:General,
                administrative and operating
            
            
            6,680
            
            
            12,449Income
                before income taxes
            
            
            52,367
            
            
            49,219Provision
                for income taxes
            
            
            3,300Net
                income
            
            $
            49,067
            
            $
            49,219Basic
                and diluted earnings per common share:
            
            $
            .02
            
            $
            .02Weighted
                average number of shares outstanding
            
            
            2,427,922
            
            
            2,427,922


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


F-3
 **Table
          of Contents**




AIR
      BROOK
      AIRPORT EXPRESS, INC. AND SUBSIDIARY


CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS'
      DEFICIT


FOR
      THE
      YEARS ENDED OCTOBER 31, 2005 AND 2004


Shares
              
              Common
                Stock
                Amount
              
              Additional
                Paid-inCapital
              
              Accumulated
                Deficit
              
              Total
                  Stockholders'
                DeficitBalances,
                  October 31, 2003
              
              
              2,427,922
              
              $
              243
              
              $
              425,146
              
              $
              (929,866
              )
              $
              (504,477
              )Net
                  income for the year ended October 31, 2004
              
              
              —
              
              
              —
              
              
              —
              
              
              49,219
              
              
              49,219Balances,
                  October 31, 2004
              
              
              2,427,922
              
              
              243
              
              
              425,146
              
              
              (880,647
              )
              
              (455,258
              )Net
                  income for the year ended October 31, 2005
              
              
              —
              
              
              —
              
              
              —
              
              
              49,067
              
              
              49,067Balances,
                  October 31, 2005
              
              
              2,427,922
              
              $
              243
              
              $
              425,146
              
              $
              (831,580
              )
              $
              (406,191
              )


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


F-4
 **Table
          of Contents**




AIR
      BROOK
      AIRPORT EXPRESS, INC. AND SUBSIDIARY


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


FOR
      THE
      YEARS ENDED OCTOBER 31


2005
            
            2004CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                income
            
            $
            49,067
            
            $
            49,219Adjustments
                to reconcile net income to net cash provided by operating
                activities:Adjustment
                for charges not requiring the outlay of cash:Provision
                for income taxes
            
            
            3,300
            
            
            -
                0 -Changes
                in current liabilities:Decrease
                in amount due to affiliate
            
            
            (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
            
            
            216Cash,
                end of period
            
            $
            96
            
            $
            61


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


F-5
 **Table
          of Contents**




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.


F-6
 **Table
          of Contents**




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 current 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 is
      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 and is
      recognized on the accrual basis. Recognition occurs daily, upon receipt of
      daily
      reports of sales of the Satellite Terminals.


F-7
 **Table
          of Contents**




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




F-8
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          of Contents**




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:





CurrentDeferred
                Tax Assets
            
            $
            18,000Realization
                Allowance
            
            
            10,500Balance
                Recognized
            
            $
            7,500





The
      provision for current income taxes is reconciled below with the provision using
      statutory rates:


2005
            
            2004Provision
                based on statutory tax rates
            
            $
            7,855
            
            $
            7,382Less,
                deferred tax benefit from use of NOL’S
            
            
            7,855
            
            
            7,382—
            
            
            —Adjustment
                for correction of prior year provisions
            
            
            3,300
            
            
            —Net
                tax provision
            
            $
            3,300
            
            $
            —





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.


F-9
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**PART
      III**





**Item
      8.****Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure****.**





None





**Item
      8A.****Controls
      and Procedures****.**





As
      of the
      end of the period covered by this annual report on Form 10-KSB, the Company
      carried out an evaluation of the Company’s disclosure controls and procedures
      (as defined by Rule 13a-14(c) under the Securities Exchange Act of 1934 as
      updated as a result of the release of SEC Final Rule Release No. 33-8238) under
      the supervision and with the participation of the Company’s chief executive
      officer and chief financial officer. Based on and as of the date of such
      evaluation, the aforementioned officers have concluded that the Company’s
      disclosure controls and procedures have functioned effectively so as to provide
      those officers the information necessary whether:





(i)
            this
                annual report on Form 10-KSB contains any untrue statement of a material
                fact or omits to state a material fact necessary to make the statements
                made, in light of the circumstances under which such statements were
                made,
                not misleading with respect to the period covered by this annual
                report on
                Form 10-KSB, and





(ii)
            the
                financial statements, and other financial information included in
                this
                annual report on Form 10-KSB, fairly present in all material respects
                the
                financial condition, results of operations and cash flows of the
                Company
                as of, and for, the periods presented in this annual report on Form
                10-KSB.





There
      have been no significant changes in the Company’s internal controls or in other
      factors since the date of the Chief Executive Officer’s and Principal Financial
      Officer’s evaluation that could significantly affect these internal controls,
      including any corrective actions with regards to significant deficiencies and
      material weaknesses.





**Item
      9. Directors and Executive Officers of the
      Registrant**





Name
            
            Position
            
            Term-Served
                SinceDonald
                M. Petroski
            
            President,
                Chief Financial Officer, Director
            
            July,
                1988Jeffrey
                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.


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          of Contents**




**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 NatureName
                and Address
            
            of
                Beneficial
            
            Percentof
                Beneficial Owner
            
            Ownership
            
            of
                Class (l)Donald
                M. Petroski (2)
            
            
            1,315,397
            
            
            54.2
            %P.O.
                Box 123
            
            
            President115
                West Passaic StreetRochelle
                Park, NJNew
                America Group, Inc.
            
            
            550,500
            
            
            22.6
            %513
                Main AvenueBay
                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.





(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.





Title
                of Class
            
            Name
                and Address
              of
                Beneficial Owner
            
            Amount
                of
              of
                BeneficialOwnership
            
            Percent
                of Class
              (1)Common
                Stock,$.0001
                par value
            
            
            Donald
                M. Petroski
              President,
                Director
            
            
            1,010,000
            
            
            41.6
            %Common
                Stock,$.0001
                par value
            
            
            Air
                Brook Limousine
            
            
            277,422
            
            
            11.4
            %Common
                Stock,$.0001
                par value
            
            
            Jeffrey
                M. Petroski
              Secretary
            
            
            27,850
            
            
            1.2
            %Common
                Stock,$.0001
                par value
            
            
            Barbara
                Petroski
            
            
            125
            
            
            —Total
            
            
            
            
            
            1,315,397
            
            
            54.2
            %





(1)
            Based
                upon 2,427,922 shares of Common Stock outstanding as of October 31,
                2005.




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          of Contents**




**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 were 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.





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.


-7-
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          of Contents**




**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 annual report 10-KSB of Air Brook Airport
                Express, Inc.





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 with respect to the
                period
                covered by this report.





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 and cash
                flows
                of the registrant as of, and for, the periods presented in this annual
                report.





4.
            The
                officers signing below are responsible for establishing and maintaining
                disclosure controls and procedures (as defined in Exchange Act Rules
                13a -
                15(e) and 15d 15(e)) for the registrant and
                have:





a.
            Designed
                such disclosure controls and procedures to be designed under their
                supervision, to ensure that material information relating to the
                registrant, including its consolidated subsidiary, is made known
                to them
                by others within those entities, particularly during the period in
                which
                this report is being prepared;




b.
            Evaluated
                the effectiveness of the registrant’s disclosure controls and procedures,
                and presented in this report their conclusions about the effectiveness
                of
                the disclosure and procedures, as of the end of the period covered
                by this
                report based on such evaluation;





c.
            Disclosed
                in this report any change in the registrant’s internal control over
                financial reporting that occurred during the registrant issuer’s most
                recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
                of this annual report) that has materially affected, or is reasonably
                likely to materially affect, the registrant’s internal control over
                financial reporting; and





5.
            The
                registrant’s certifying officers signing below have disclosed, based on
                their most recent evaluation of internal control over financial reporting,
                to the registrant’s auditors and the audit committee of the registrant’s
                board of directors (or persons performing the equivalent
                function):





a.
            All
                significant deficiencies and material weaknesses in the design or
                operation of internal controls over financial reporting which are
                reasonably likely to adversely affect the registrant’s ability to record,
                process, summarize and report financial information;
                and




b.
            Any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the registrant’s internal control
                over financial reporting.




**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.


-8-
 **Table
          of Contents**




**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: 
      /Donald M. Petroski


DONALD
      M.
      PETROSKI


President






By: 
      /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


/Donald
      M. Petroski


DONALD
      M.
      PETROSKI, President,


Chief
      Financial Officer and Director




January
      26, 2006


/Jeffrey
      M. Petroski


JEFFREY
      M. PETROSKI, Secretary


-9-