SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
September 21, 2000
Date of Report
(Date of Earliest Event Reported)
Alpine Air Express, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-27011 33-0619518
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
3450 West Jense Parkway
Provo, Utah 84601
(Address of Principal Executive Offices)
801-373-1508
Registrant's Telephone Number
24351 Pasto Road, #B
Dana Point, California 92629
----------------------
(Former Name and Address of Principal Executive Offices)
Item 2. Acquisition or Disposition of Assets.
On August 14, 2000, Alpine Air Express, Inc. (the "Company") entered
into an agreement that was closed on September 21, 2000, to sell certain
business assets to Keystone Aviation, LLC, of Salt Lake City, Utah, doing
business as "Million Air" (the "Million Air Agreement"). Part of the assets
sold included the leasehold interest for certain property and buildings leased
by the Company at the Provo, Utah, Airport, and certain improvements and other
personal property held by the Company. The sales price for these assets was
approximately $620,000 including $285,000 in cash received at closing and the
balance in leaseback and fuel credits to be applied over the next two years.
A copy of the Million Air Agreement is attached hereto and was attached to the
Company's 10-QSB Quarterly Report for the quarter ended July 31, 2000, and is
incorporated herein by reference. See Item 7.
In connection with the closing of the Million Air Agreement and to
facilitate the intended tax free exchange, the Company entered into an
agreement for the assignment of the Million Air Agreement (the "Madison
Assignment") to Madison Escrow, Inc., a Montana corporation ("Madison"),
whereby Madison acquired a portion of the assets conveyed by the Company to
Million Air and agreed to convey by direct transfer certain of the assets
under the Million Air Agreement that Million Air wanted to wanted to acquire.
The Madison Assignment was made with the consent of Million Air. Copies of the
Madison Assignment and related deed are attached hereto and
incorporated herein by reference. See Item 7.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
If required, a proforma balance sheet taking into account the
Agreement, will be filed with the Securities and Exchange Commission on or
before December 19, 2000.
Exhibits.
10 Million Air Agreement for Sale of Business Assets*
Exhibit A-Alpine Assets*
Exhibit B-CLB Corporation Aircraft
Exhibit C-Alpine Leased Property
Exhibit D-Million Air Leased Property
10.1 Madison Assignment of Agreement for Sale of Business Assets
Exhibit A-Alpine Assets*
Exhibit B-Million Air Agreement*
10.2 Relinquished Property Direct Deeding Instructions
Exhibit A-Alpine Assets*
* Exhibit A is the same to all Exhibits; Exhibit 10.
Exhibit B to Exhibit 10.1 are the same Agreement, a copy of
which was attached to the Company's 10-QSB Quarterly Report
for the quarter ended July 31, 2000, and which is
incorporated herein.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
ALPINE AIR EXPRESS, INC.
Date: By: /s/ Eugene R. Mallette
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Eugene R. Mallette
CEO and Director
Date: By: /s/ Bill Distenfano
--------------- --------------------------------------
Bill Distenfano
President and Director
Date: By: /s/ Max A. Hansen
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Max A. Hansen
Secretary/Treasurer and Director
