SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
(Under the Securities Exchange Act of 1934)
Alpine Air Express, Inc.
(Name of Issuer)
Common Voting Stock
(Title of Class of Securities)
02081R 10 8
(CUSIP Number)
Leonard W. Burningham, Suite 205, 455 East 500 South, Salt Lake City, UT
84111, (801-363-74ll)
(Name, Address and Telephone Number of Person Authorized to Receive Notices)
June 12, 2000
(Date of Event which Requires Filing of this Statement)
1. Eugene R. Mallette and The Mallette Family Limited Partnership, 84-
1549265
2. (a) X.
(b)__.
3.
_____________________________________________________________________
(SEC use only)
4. SC.
5. None; not applicable.
6. United States.
Number of Shares 7. Sole Voting Power: 8,407,188.
Beneficially Owned 8. Shared Voting Power: None.
by Each Reporting Person 9. Sole Dispositive Power: 8,407,188.
10. Shared Dispositive Power: None.
11. Eugene R. Mallette.
12. __X__(No shares are excluded in the numerical or percentage
computations herein).
13. Eugene R. Mallette, 76.4%.
14. IN.
6.1 Washington.
Number of Shares 7.1 Sole Voting Power: 989,500.
Beneficially Owned 8.1 Shared Voting Power: None.
by Each Reporting Person 9.1 Sole Dispositive Power: 989,500.
10.1 Shared Dispositive Power: None.
11.1 The Mallette Family Limited Partnership.
12.1 __X__(No shares are excluded in the numerical or percentage
computations herein).
13.1 The Mallette Family Limited Partnership, 8.99%.
14.1 PN.
Item 1. Alpine Air Express, Inc., a Delaware corporation (SEC File No.
000-27011 [the "Company"]); 3450 West Jense Parkway, Provo, Utah 84601; no par
value common voting stock.
Item 2.(a)Eugene R. Mallette
(b) 3450 West Jense Parkway, Provo, Utah 84601.
(c) CEO of Alpine Air Express, Inc.
(d) None.
(e) None.
(f) U.S.
Item 2.(a)The Mallette Family Limited Partnership.
(b) 320 Kirkland Way, Suite 300, Kirkland, WA 98083
(c) To conduct any lawful business and investment activity.
(d) None.
(e) None.
(f) Washington.
Item 3. Subject Company, Alpine Air Express, Inc. acquired 100% of the
outstanding securities of Alpine Aviation, Inc. a Utah corporation.
Item 4. Effective as of June 12, 2000, the Registrant; Alpine Aviation,
Inc., a Utah corporation ("Alpine"); and all of the stockholders of Alpine
(the "Alpine Stockholders"), executed an Agreement and Plan of Reorganization,
as amended (respectively, the "Alpine Plan" and the "Amended Alpine Plan"),
whereby the Registrant acquired 100% of the outstanding securities of Alpine.
The effective date of the Alpine Plan was June 12, 2000, and the combination
of these entities was treated as a purchase for accounting purposes, with
Alpine becoming a wholly-owned subsidiary of the Registrant on closing. On
August 28, 2000, the Alpine Plan was amended by the Amended Alpine Plan to
include certain persons and entities who had been given shares of Alpine by
its former sole stockholder, Eugene R. Mallette, prior to the completion of
the Alpine Plan; to include the grant of an option to the Registrant to
purchase 100% of the outstanding shares of C.L.B. Corporation, a Utah
corporation ("CLB"), that is wholly-owned by Mr. Mallette; and to amend
Exhibit I to the Alpine Plan.
Item 5.(a)See Number 6, above.
(b) See Number 6, above.
(c) None.
(d) None; not applicable.
(e) Not applicable.
Item 5.(a)See Number 6, above.
(b) See Number 6, above.
(c) None.
(d) None; not applicable.
(e) Not applicable.
Item 6. Not applicable.
Item 7. Not applicable.
After a reasonable inquiry and of my best knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: 9/5/00 By/s/Eugene R. Mallette
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Eugene R. Mallette
Dated: 9/5/00 By/s/Eugene R. Mallette
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Eugene R. Mallette
General Partner, The Mallette Family
Limited Partnership
