Alpine Air Express, Inc., a Delaware corporation, is engaged in the air cargo business through its wholly owned subsidiary, Alpine Aviation, Inc., a Utah corporation ("Alpine Aviation"). Alpine Aviation was organized on October 7, 1975, in the state of Utah. Alpine Aviation has been operated by the same management since 1986. Alpine Aviation is an air cargo operator, transporting mail packages and other time-sensitive cargo to more than 20 cities in the western portion of the mainland United States and in the Hawaiian Islands. Alpine Aviation began its operations in the 1970's with the intent of being a regional charter and cargo carrier. After present management acquired control in 1986, Alpine Aviation began to focus less on the charter or passenger services and more on the cargo aspects of the airline industry. Since the 1990's, Alpine Aviation has focused on hauling mail for the United States Postal Service and carrying packages for United Parcel Service because of their favorable contracts, routes and payment practices. As a result of this focus, approximately 86% of Alpine Aviation's revenues now come from the Postal Service.

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

On June 12, 2000, Alpine Air, under its former name, entered into an agreement and plan of reorganization with Alpine Aviation, pursuant to which Alpine Air acquired all of the outstanding shares of Alpine Aviation. Pursuant to the terms of the reorganization, Alpine Air issued 9,895,000 shares of its common stock to the stockholders of Alpine Aviation in exchange for all of the issued and outstanding shares of Alpine Aviation. As a result of the reorganization, Alpine Aviation became a wholly owned subsidiary of Alpine Air. At the time of the reorganization, Alpine Air had 1,000,000 shares of common stock outstanding. Following the reorganization, Alpine Air had 10,895,000 shares outstanding, which was composed of the 1,000,000 shares outstanding prior to the issuance of shares for Alpine Aviation and the 9,895,000 newly issued shares to the Alpine Aviation stockholders. Alpine Air subsequently issued an additional 105,000 shares, bringing the total outstanding shares to 11,000,000 as of 2003. During 2004 and 2005 the Company issued 122,000 shares, bringing the total outstanding shares to 11,122,000 at 2005. In 2006, we effected a 3 for 1 stock split and issued additional shares for compensation during 2006 resulting in a total of 36,271,461 outstanding shares at October 31, 2006. As a result of the reorganization, the management of Alpine Aviation assumed control over Riverside Ventures and changed the company's name from "Riverside Ventures, Inc." to the current name of "Alpine Air Express, Inc." The reorganization has been treated as a "reverse merger," with Alpine Aviation as the surviving entity for accounting purposes and Alpine Air the surviving entity for corporate purposes.

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

Routes and Delivery

Alpine Aviation currently has 12 air cargo routes covering 16 cities in four western states in the mainland U.S. and 2 routes covering several of the Hawaiian Islands. Alpine also provides contract cargo charter flights for other carriers and for the public. Most routes are flown every day and some multiple times per day. In fiscal 2006, Alpine Aviation transported 14,451 tons of cargo. The largest component of Alpine Aviation's cargo mix is U.S. mail, which accounted for approximately 86% of our fiscal 2006 revenue. Alpine Aviation has consistently garnered awards from the U.S. Postal service for timeliness, ranking in the top 10% for on time performance among contract carriers for the U.S. Postal Service ("USPS"). The USPS delivers and picks up all cargo we carry at the aircraft, unless other arrangements are called for separately by the contract. When the USPS delivers and picks up the mail at the side of our aircraft, we are able to reduce our costs significantly.

Alpine currently operates 28 aircraft on two national certificates. The largest aircraft in our fleet is a Beechcraft 1900, which holds approximately 5,400 pounds of cargo. Our other aircraft type is the Beechcraft 99, which hold 3,400 pounds of cargo.

Industry overview

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

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

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

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

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

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

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

Employees

The Company has 113 employees, 56 of which are full time, including 10 in administration and 46 in flight operations, which includes 30 pilots. No employees belong to any labor union or have employment contracts.