SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________________
Amendment 5 to
FORM SB-2
Registration Statement
Under the Securities Act of 1933
____________________________________
Silver Bow Antique Aviation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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Nevada 4581 91-1939533
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification
organization) Code Number) Number)

83-888 Ave. 51 GKL
Coachella, CA 92236 1000 East William Street, Suite 204
Carson City, NV 89701
(Address, and telephone number (Name, address and telephone number
of principal executive offices) of agent for service)

Copies to:
Ms. Jody Walker ESQ.
7841 South Garfield Way
Littleton, CO 80122
Phone 303-850-7637 Fax 303-220-9902

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE
TO THE PUBLIC: As soon as practicable after
this Registration Statement becomes effective.

- -----

If any of the securities being registered on this
Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box [x]

CALCULATION OF REGISTRATION FEE
================================================

TITLE OF EACH CLASS OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE BEING MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED OFFER PRICE AGGREGATE FEE
PER SHARE(1) OFFER PRICE(1)

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Common Stock 486,000 $.15 $72,900 $20.27

(1) Estimated solely for purposes of determining
the registration fee.

The registrant amends this registration
statement on such date or dates as may be
necessary to delay its effective date until the
registrant shall file a further amendment which
specifically states that this registration
Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act
of 1933 or until the registration statement shall
become effective on such date as the SEC, acting
in accordance with Section 8(a), may determine.

Preliminary Prospectus Dated May 28, 2002
SUBJECT TO COMPLETION

486,000 common shares
on behalf of selling security holders

Silver Bow Antique Aviation

The selling shareholders will sell their common
shares at $.15 per common shares until our common
shares are quoted on the OTC bulletin board.
Thereafter, the common shares may be priced at
prevailing market prices or privately negotiated
prices.

The selling security holder offering will commence
on the effective date of this prospectus and will
terminate on or before December 31, 2003.

We will not receive any proceeds from the sale of
these shares.

We will not be able to commence operations until
we sell our aircraft for at least $30,000. This
aircraft has been for sale for the past 12 to 15
months.

Our common stock is not currently quoted on any
exchange or on the OTC Electronic Bulletin Board.

Consider carefully the risk factors beginning on
page 6 in this prospectus.

Neither the SEC nor any state securities commission
has approved these common shares or determined that
this prospectus is accurate or complete. Any
representation to the contrary is a criminal
offense.

The information in this prospectus is not complete
and may be changed. We may not sell these
securities until the registration statement filed
with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer
to buy these securities in any state where the offer
or sale is not permitted.

4
TABLE OF CONTENTS

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Prospectus summary. . . . . . . . . . . . . . . . . . .. . . . . . 5
Risk factors 6
- We will not pursue any operations until we sell our
aircraft
- We have not generated any revenues
- Our officers and directors will only devote a limited
amount of time
- Aircraft accidents or incidents may decrease our
ability to broker charters
- Management's inexperience may limit our ability to
generated revenues
- The continued threat of terrorist actions may result
in less demand for charter flights
- We do not have a market for our securities
- We do not meet the requirements for our stock to be
quoted on NASDAQ
- The selling shareholders may have liability because of
their status as underwriters
- Our auditors have expressed a going concern issue
Forward Looking Statements 9
Use of proceeds 10
Dividend policy 10
Determination of offering price 10
Management's discussion and analysis of financial
Condition and Results of operations. 10
Business 12
Management 17
Security Ownership of Certain Beneficial
Owners and Management 21
Certain transactions 22
Description of capital stock 23
Shares eligible for future sale 24
Plan of distribution and selling stockholders 25
Disclosure of Commission position on indemnification
for Securities Act liabilities 27
Market for common equity and related stockholder matters 28
Experts 28
Legal matters 29
Where you can find more information 29

Prospectus Summary

To understand this offering fully, you should read
the entire prospectus carefully, including the
risk factors beginning on page 6 and the financial
statements.

Silver Bow was incorporated in the state of Nevada
on April 28, 1994. We currently have no
operations and no sources of revenue. We have
not commenced website options and have no means of
establishing our website, until the sale of our
remaining aircraft.

To commence operations, we will need to do the
following:
- develop our website ($5,000) - 30 days
- develop charter operator recruitment
materials and user recruitment materials ($5,000)
- - 30 days
- develop listing of US charter operators and
send out recruitment materials ($4,000) - 20 days
- develop listing of charter brokers, corporate
travel agents and know users of air charter
services and send recruitment materials ($10,000)
- - 40 days
- hire a sales representative to telemarket to
charter operators and corporate travel agents
($6,000 per month) - commenced after marketing
materials have been distributed.
- place yellow page ads ($3,000) - 90 days
after commencing marketing efforts.

Silver Bow is a development stage company that
intends to match individuals and companies
desiring to charter aircraft with aircraft
operators seeking charters. Our focus will be on
brokering flights on an aircraft flying with no
passengers or freight on board. We operate in a
highly competitive market with low barriers to
entry.

We intend to have a web site where prospective
charter customers and charter operators can post
their needs.

Common stock
outstanding. . . . . . . . . . . . . . .3,190,400

Shares of common stock
to be resold by
selling stockholders . . . . . . . . . . 486,000

Market for our
common stock. Our common stock is not quoted
on an exchange or on the OTC
Bulletin Board. We can provide
no assurance that there will be
a market in the future our
common stock. We intend to
quote our common shares on the
OTC Bulletin Board.

Summary Financial Data

12 months 12 Months
audited Audited
As/Of 12/31/01 YE 12/31/00
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Total Assets $ 57,903 $ 129,000

Revenues -0- 2,170

Expenses 70,196 111,555

Net Income/Loss (70,196) (109,385)

Weighted Average number
of shares outstanding 3,057,067 2,990,400

Net Income (Loss) Per
Share outstanding $ (0.02) $ (0.04)

Number of Shares Common
Stock Outstanding 3,190,400 2,990,400

Risk Factors

Silver Bow Antique Aviation business is subject to
numerous risk factors, including the following.

1. We will not pursue any operations until we sell
our aircraft. You may lose your entire investment if
we do not sell the aircraft.

Silver Bow owns one aircraft that has been for
sale for $90,000-$100,000 for the past 12-15
months. The proceeds from the sale of this
aircraft will be used to pay for the development
of the customer/charter operator matching web site
and the promotion of our service to potential
customers and charter operators. Unless the
aircraft is sold for at least $30,000, Silver Bow
will not have the means to establish its charter
brokerage business.

2. We have not generated any revenues. You may
lose your entire investment.

We have a very limited operating history. Since our
incorporation we performed only administrative
operations to pursue this offering. We have an
accumulated deficit of ($48,052) as of July 31, 2001.
We have had no material operating revenue to date and
expect to incur losses and administrative expenses of
at least $4,600 per month in the near term until we
begin sales. If we cannot generate revenues, you
may lose your entire investment.

3. Our officers and directors will only devote a
limited amount of time to Silver Bow. Their
divided interest may hinder Silver Bow's ability
to generate revenues. You may lose your entire
investment.

The officers and directors of Silver Bow Antique
Aviation have other interests to which they devote
time, either individually or through partnerships
and corporations in which they have an interest,
hold an office, or serve as directors. The
officers and directors will devote only 10% of
their time to the business of Silver Bow. As a
result Silver Bow will not receive the undivided
attention of its officers and directors that
competing charter brokerage businesses receive.

4. Aircraft accidents or incidents may decrease
our ability to broker charters. We may not
generate sufficient revenue to continue
operations.

Aircraft accident/incidents, especially private
jet accidents, could result in customers avoiding
the use of private jets, which in turn could cause
a significant negative impact on Silver Bows
revenue.

5. Management's inexperience may limit our ability
to generate revenues. We may never achieve
successful operations.

Management has never operated customer/operator
matching service for aircraft charter. This lack
of experience may result in Silver Bow needing to
employ outside experts that have this experience.
The additional cost could result in a net
operating loss. This lack of experience may also
result in company failure.

6. The continued threat of terrorist actions may
result in less demand for charter flights. Our
revenue may be adversely effect and we may never
achieve successful operations.

Terrorist actions involving public and private
aircraft may have a significant impact on Silver
Bow. The result of these actions could be that
individuals and corporation stop using charter
aircraft. In this event, Silver Bow would be
unable to continue operations.

7. We do not have a market in our securities. If
our common stock has no active trading market, you
may not be able to sell your common shares at all.

We do not have a public market for our common shares.
We cannot assure you that a public market will ever
develop. Consequently, you may not be able to
liquidate your investment in the event of an
emergency or for any other reason.

8. We do not meet the requirements for our stock
to be quoted on NASDAQ and even though we intend to
quote our stock on the OTC Bulletin Board, the
tradability in our stock will be limited under the
penny stock regulation.

The liquidity of Silver Bow Antique Aviation
common stock would be restricted even after public
listing if the company's common stock falls within
the definition of a penny stock.

Under the rules of the Securities and Exchange
Commission, if the price of the company's common
stock on the OTC Bulletin Board is below $5.00 per
share, the company's common stock will come within
the definition of a "penny stock." As a result, it
is possible that Silver Bow Antique Aviation
common stock may become subject `to the "penny
stock" rules and regulations Broker-dealers who
sell penny stocks to certain types of investors
are required to comply with the Commission's
regulations concerning the transfer of penny
stock. These regulations require broker-dealers
to:

- Make a suitability determination prior to
selling penny stock to the purchaser;
- Receive the purchaser's written consent to
the transaction; and
- Provide certain written disclosures to the
purchaser.

These requirements may restrict the ability of
broker/dealers to sell the company's common stock,
and may affect the ability to resell the company's
common stock.

9. The selling shareholders may have liability
because of their status as underwriters. They may
sue us if there are any omissions or misstatements
in the registration statement that subject them to
civil liability.

Under the Securities Act of 1933, the selling
security holders will be considered to be
underwriters of the offering. The selling security
holders may have civil liability under Section 11
and 12 of the Securities Act for any omissions or
misstatements in the registration statement because
of their status as underwriters. We may be sued by
selling security holders if omissions or
misstatements result in civil liability to them.

10. Our auditors have expressed a going concern issue
that notes our need for capital and/or revenues to survive
as a business. You may lose your entire investment.

Our auditors have expressed reservations concerning our
ability to continue as a going concern. We do not offer
any services and have not yet received any revenues and
will continue to incur losses. You may lose your entire
investment.

Forward Looking Statements

The statements contained in this prospectus that are not
historical fact are forward-looking statements which can be
identified by the use of forward-looking terminology such
as "believes," "expects," "may," "will," "should," or
"anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. We have
made the forward-looking statements with management's best
estimates prepared in good faith.

Because of the number and range of the assumptions
underlying our projections and forward-looking statements,
many of which are subject to significant uncertainties and
contingencies that are beyond our reasonable control, some
of the assumptions inevitably will not materialize and
unanticipated events and circumstances may occur subsequent
to the date of this prospectus.

These forward-looking statements are based on current
expectations, and we will not update this information other
than required by law. Therefore, the actual experience of
Silver Bow, and results achieved during the period covered
by any particular projections and other forward-looking
statements, should not be regarded as a representation by
Silver Bow, or any other person, that we will realize these
estimates and projections, and actual results may vary
materially. We cannot assure you that any of these
expectations will be realized or that any of the forward-
looking statements contained herein will prove to be
accurate.

Use of Proceeds

We will not receive any proceeds from the resale
of securities by selling stockholders.

Dividend Policy

We have never declared or paid any dividends. In
addition, we anticipate that we will not declare
dividends at any time in the foreseeable future.
Instead, we will retain any earnings for use in
our business. This policy will be reviewed by our
board of directors from time to time in light of,
among other things, our earnings and financial
position.

Determination of Offering Price

We can give no assurance that a public market will
develop for the selling stockholders. We plan to
have a NASD market maker distribute any offers
made by selling stockholders to the investing
public. We do not currently have a market maker.
If the market maker receives any bids from public
investors, these will be shown to selling
stockholders. All sales by selling stockholders
will have to be matched by bids from the public.

Management's Discussion and Analysis of
Financial Condition and Results of Operations

General

Silver Bow owns one aircraft, a Piper Lance. This
aircraft has been for sale for the past 12-15
months for approximately $90,000-$100,000. When
this aircraft is sold, the proceeds will be used
to implement the aircraft charter business.

Specifically funds are needed to develop our web
site and to introduce our service to both charter
customers and charter operators. The minimum
amount needed for this purpose is $30,000.

To commence operations, we will need to do the
following:
- develop our website ($5,000) - 30 days
- develop charter operator recruitment
meterials and user recruitment materials ($5,000)
- - 30 days
- develop listing of US charter operators and
send out recruitment materials ($4,000) - 20 days
- develop listing of charter brokers, corporate
travel agents and know users of air charter
services and send recruitment materials ($10,000)
- - 40 days
- hire a sales representative to telemarket to
charter operators and corporate travel agents
($6,000 per month) - commencing after marketing
materials have been distributed.
- place yellow page ads ($3,000) - 90 days
after commencing marketing efforts

We have a limited operating history on which to
base an evaluation of our business and prospects.
Our prospects must be considered in light of the
risks, expenses and difficulties frequently
encountered by companies in their early stages of
development, particularly companies in new and
rapidly evolving markets such as the aircraft
charter brokerage business. We will encounter
various risks in implementing and executing our
business strategy. We can provide no assurance
that we will be successful in addressing such
risks, and the failure to do so could have a
material adverse effect on our business.

Plan of Operations
Total expenses for the year ending 2001 were
approximately $59,516, which includes services
rendered of $200, interest expense of $10,680,
administrative support of $5,000, aircraft
operations expenses of $19,200 and depreciation of
$25,436. The cash expenditures of approximately
$34,080 are funded by proceeds from cash
advances/loans from Magellan Capital Corporation.

Total expenses for the year ending 2000 were
approximately $111,555, which includes general and
administrative expenses.

For the years ended December 31, 2001 and 2000,
advances and loans of $157,779 and $119,419,
respectively, were received from Magellan Capital
Corporation. The specific items and amounts are:

2001 2000
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Note Payable/Aircraft expenses $71,339 $53,139
Promissory Note payable/Admin Support 25,000 20,000
Note Payable/Mortgage Interest 3 yrs 32,040 10,680
Current Port of Long Term Debt
(3 yrs - 1999, 2000, 2001) 29,400 35,600
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Total Advances/Loans $157,779 $119,419
======== ========

The three notes are non-interest bearing, payable
in cash on demand, or in Silver Bow common stock
based on $.10 per share conversion rate.

Long term debt/10 yr Aircraft mortgage
7 yrs/2002-2008 as long term debt $68,600 $142,400
======== ========

Terms of the aircraft mortgage are interest at 6%
annual rate, payable on January 1 of each year,
for a period of 10 years, in cash when due, or in
Silver Bow common stock based on a $.10 per share
conversion rate.

The estimated cash expenditures for 2002 of
approximately $56,000 will be funded by proceeds
from cash advances/loans from Magellan Capital
Corporation on the same terms.

Even if we do not sell our aircraft, we can
satisfy our cash requirements for the next twelve
months with continued cash advances/loans from
Magellan Capital Corporation. We do not
anticipate having to raise additional funds during
that time.

We do not expect to purchase and significant
equipment but will continue to try to sell our
remaining aircraft for approximately $90,000 to
$100,000.

We do not expect any significant changes in the
number of employees in the next twelve months.

Based on our current plan of operations it is
anticipated that our monthly operating
expenditures for the next twelve months will be
approximately $10,000 per month, of which $4,600
are cash expenditures. This includes
administrative expenses. Marketing expenses are
expected to be $100,000 and are not included in
our operating expenditures. We will not commence
our marketing efforts until after the sale of the
remaining airplane. The foregoing are merely
estimates, and we can provide no assurance that
unexpected expenses will not shorten the period of
time within which our funds may be utilized.

We do not currently provide any services and have
not generated any revenues and we do not expect to
generate revenues for the foreseeable future.
Therefore, we will continue to operate on a
reduced budget. We intend to limit our
operations until the airplane is sold.

Business

General. Silver Bow was incorporated in the
state of Nevada on April 28, 1994. We are a
development stage company with the goal to provide
users the ability to search a database that
contains information about charter trips that are
sought by customers and charter operators. Our
service is intended to offer charter customers and
charter operators a quick and easy way to find
each other on a website and to do business. The
web site has been preliminarily designed but is
not fully developed.

Although we currently have no operations and have
not generated any revenues from operations, once
our web site is completed, we intend to generate
revenues by charging charter operators a 5%
commission for matching them with a customer.

- hire a sales representative to telemarket to
charter operators and corporate travel agents
($6,000 per month) - commencing after marketing
materials have been distributed.
- place yellow page ads ($3,000) - 90 days
after commencing marketing efforts

Industry Background. The private aircraft
charter business very diversified. There are no
companies that dominate the industry. Most charter
operators own or operate less than five aircraft.
Almost all charter companies have a home base for
their aircraft. Home base is the business office
for the operator, the location where most of the
aircraft maintenance is preformed, the place where
pilots and crews reside, and the prime region for
charter departures.

Most charter aircraft are twin engine jets. They
seat from as few a five passengers up to as many
as two hundred. The range of these aircraft are
from 1,000 miles to 6,000 miles. Most charters
fees are based on the distance to be flown and the
time to make the flight. Jet Charter fees, if
calculated on an hourly basis, range from as low
as $1,200 per hour to as high as $20,000 per hour.

Charter flights have the ability to deliver
passengers to over 5,000 US airports in the US
alone. Many charter jets have intercontinental
range and can access airports throughout the
world. The ability to deliver passengers to a
small airport, close to their final destination,
and without the inherent delays associated with
major airports saves passengers a substantial
amount of time. Private jet charter aircraft
range from Cessna 500s to Boeing 747s. Piston
aircraft range from Piper Cubs to Douglas DC-3s.

The above referenced statistics are publicly
available free of charge or for a nominal charge
and were not commissioned by Silver Bow.

Seasonality of Business. Seasonality is
impacted in certain geographical areas, however
with respect to the entire national prospective,
the effect would be very minimal.

Marketing Strategy. There are only a small
number of individuals and corporations who can
afford private jet charter as compared to the
number of individuals and corporations who can
afford commercial jet transportation. Silver Bow's
marketing campaign will be focused on identifying
and introducing our services to those individuals

and corporations who can afford jet charter. The
initial marketing campaign will encompass direct
mail, yellow page advertising, an internet
presence, and magazine advertising.

A direct mail campaign will consist of an
attractive mail piece being sent to a nationwide
mailing list of companies with assets in excess of
$20 million, and high net worth individuals
estimated to cost $14,000.

Yellow page advertising has proven to be mainstay
in air charter marketing. Yellow page ads will be
placed in major metropolitan books nationwide.
The estimated cost per month is $3,000.

An interactive web site will developed allowing
potential clients to input their desired routes
and time of travel, giving us a opportunity to
broker the flight and capture client information.
Certain magazines focus on the demographics that
are qualified to charter. Particularly, Conte
Naste has a readership of affluent travel oriented
people. An ad campaign will be launched in this
magazine at the estimated cost of $3,000 per month
beginnin 12 months after starting operations.

Business Strategy. Silver Bow will broker
executive and freight jet charter service,
utilizing aircraft operated by charter operator.
Our focus will be on brokering "empty legs". Empty
Legs, also called "dead head flights" are defined
as an aircraft flying with no passengers or
freight on board. This situation occurs
frequently in the air charter business when, for
example, an operator transports persons from Los
Angeles to New York, and return trip back to the
Los Angles base is empty. The passenger
traveling to New York will have paid for the
aircraft's trip to New York and back to its base
in Los Angles. In this example Silver Bow will
list the availability of this flight on its web
site and attempt to find a passenger for this
empty leg flight. The customer will be invited to
make a bid for the flight which is forwarded to
the charter operator. These bids will be kept
confidential and not opened to other bidders. If
the operator and customer agree, the flight is
booked and Silver Bow will earn a 5% commission.
In matching customers with empty leg flights it is
not necessary to match a flight perfectly, like
New York to Los Angles in our example. A passenger
traveling from Cleveland to Phoenix would be an
ideal prospect because his departure and

destination city are in the same general direction
the aircraft is flying. Our website will be in
realtime, since timing is of the essence in
booking these flights.

Silver Bow will attempt to develop a network of
air charter operators to post their empty leg
flights on our web site. The posting is free and
operators pay nothing unless to book a flight with
a customer brought to them by Silver Bow.

Silver Bow will attempt to persuade jet charter
users to check with Silver Bow prior to booking a
full fair charter in the conventional manner. If
we have a flight, going in the customer's general
direction at the right time, the customer can save
a substantial amount of money by bidding on the
empty leg.

Systems will be developed with the various
operators to post their empty legs with Silver
Bow's operations center. This will require Silver
Bow to develop a more sophisticated web site than
currently exists. Silver Bow will initiate the
business by developing relationships with existing
charter operators, followed by building a client
base of customers for the service.

Competition. Competition within the air charter
brokerage business services is high. Many
competitors have well established relationships
with customers who tends to remain loyal. Although
the exact number of competitors is not known,
three known competitors offering similar services
are Bid Jet Charter, Leg Fin.com and Air Charter
Guide. Most competitors will be better funded,
have more experience, and established
relationships with both charter customers and
charter operators, than Silver Bow. These
competitors will probably incorporate any of
Silver Bows marketing methods and services, that
prove successful. Silver Bow will not be able to
conceal it promotional methods and services from
its competitors. Charter customers are
particularly sensitive to safety and quality of
service including on time departures and arrivals.

Customers who are being well served by competitors
may be nearly impossible to convert to Silver Bow
customers.

Government Regulation. We are not currently
subject to direct regulation by any governmental
agency, other than regulations applicable to

businesses generally, and laws or regulations
directly applicable to online commerce. However,
due to the increasing popularity and use of the
Internet and other online services, it is possible
that a number of laws and regulations may be
adopted with respect to the Internet or other
online services covering issues such as user
privacy, pricing, content, copyrights,
distribution, and characteristics and quality of
products and services. Furthermore, the growth
and development of the market for online commerce
may prompt calls for more stringent consumer
protection laws that may impose additional burdens
on those company's conducting business online.

The adoption of any additional laws or regulations
may decrease the growth of the Internet or other
online services, which could, in turn, decrease
the demand for our services and increase our cost
of doing business. Moreover, the applicability to
the Internet and other online services of existing
laws in various jurisdictions governing issues
such as property ownership, sales and other taxes,
libel and personal privacy is uncertain and may
take years to resolve. Any such new legislation,
the application of laws and regulations from
jurisdictions whose laws do not currently apply to
our business, or the application of existing laws
to the Internet could have a material adverse
affect on our business.

Employees. Silver Bow's president, Darren Holm,
formerly an Air Charter Manager brings the
necessary management skills as well as the
technical know how to accomplish and implement our
new direction.

On September 25, 2001 we employed one full-time
employee, Darren Holm. However, at the present
time Mr. Holm does not receive any compensation,
and will not receive any compensation for his
services until airplanes are sold and operations
have begun.

Mr. Holm received 100,000 shares of common for
developing a business plan, our web site and for
services rendered. Mr. Holm dedicates
approximately 20 hours a week to Silver Bow.

We plan to hire independent contractors once we
are able to expand our operations. Our goal is to
hire one individual per geographic area, whose

primary responsibilities will include signing up
charter operators to post their empty leg flights
on our web page.

Legal Proceedings. There are currently no legal
proceedings pending to which we are a party or to
which any of our properties are subject.

Facilities. Our headquarters are presently
located in a 6,000 square foot office space
located at 45-116 Commerce Street, Number 6,
Indio, CA 92201, Phone number 760-775-3035 and fax
number 760-775-2301. This office space is rented
by Mr. Holm who is making the space available to
Silver Bow rent free until such time as the
aircraft is sold and the company becomes
operational. We may be required to pay rent in the
future.

Management

The names, ages, and respective positions of the
directors, officers, and significant employees of
Silver Bow Antique Aviation are set forth below.

NAME AGE POSITION
---- --- --------
Darren Holm 36 President/CEO and
Director

Dempsey K. Mork 60 CFO and Director

Norbert Le Boeuf 72 Controller and Director

Randall A. Baker 58 Secy. and Director

Darren Holm has served as our president and
Director since September 25th, 2001. Mr. Holm is
an entrepreneur.

Mr. Dempsey K. Mork, Randall A. Baker, and
Norbert L. LeBoeuf have held their positions since
February 23, 2000. Mr. Darren Holm joined the
firm on September 25, 2001. Each director and
officer shall serve until the next annual meeting
of the shareholders. There are no other persons,
who are classified as a promoter, or controlling
person of Silver Bow Antique Aviation.

Business Experience.

Dempsey Mork is the majority shareholder, Chief
Financial Officer, and Director of Silver Bow
Antique Aviation and has been since its formation.
For the past five years, Mr. Mork has been an
officer and director in Magellan Capital Corp.,
Animal Cloning Sciences, Knickerbocker Capital,
Apex Capital, and Asian Financial. Mr. Mork has
experience in start-up companies, business
reorganizations and cross border business
transactions. --- Mr. Mork shall spend
approximately 20 hours per month on the business
of Silver Bow.

Randall A. Baker is a shareholder, officer and
director of Silver Bow Antique Aviation, and has
been since its inception. For the past five
years, Mr Baker has been an officer and director
of Magellan Capital Corp., Animal Cloning
Sciences, Knickerbocker Capital, Apex Capital, and
Asian Financial. Mr. Baker served as an Executive
Vice President with Wm. Mason & Company for over
twenty years. The company was an investment
counseling firm. Mr. Baker designed and
implemented data systems, was responsible for
trading, personnel,and client relations. Wm. Mason
& Co. was an Investment Counseling firm whose
client base was $350,000 and up. Mr. Baker shall
spend approximately 20 hours per months on the
business of Silver Bow.

Since Mr. LeBoeuf's retirement in 1995, Mr.
LeBoeuf has been responsible for all accounting
and tax functions for the companies controlled by
Mr. Mork. Mr. LeBoeuf will devote approximately
20 hours per month on the business of Silver Bow.

Mr. LeBoeuf's educational background includes a
Bachelor of Administration from the University of
Detroit (1957).

Mr. LeBoeuf's professional career includes three
years in the U.S.Marine Corps. in the Legal and
Administrative areas (1952-55) and 40 years in all
areas of accounting for small, medium and large
(Fortune 500 Companies) in Electronics,
Manufacturing, and Aerospace. Mr. LeBoeuf retired
in 1995 and since then has done accounting and tax
consulting.

Mr. Darren Holm's educational background includes
Georgia College, Ambulance and Emergency Care-
through 1984 - Davenport College of Business,

A.S. EMS Systems Management December 1985 -
College of the Desert, A S Respiratory Care
through June of 1985. His business experience
includes 13 years with Springs Ambulance/American
Medical Response as Paramedic/Field
Training Officer, three years with Desert Airlines
an Aeromedical Transport Co. Medical Division
Manager, One year with Airstar International as
Director of Medical Operations/ Office Manager,
and two years with Air Service International as
General Manager. Mr. Holm will devote
approximately 20 hours per week on the business of
Silver Bow.

During the past five years the above directors
have been involved in the following Companies:

Person Name of Co. Title & Pos. Duties From&To Business of Entity
<s> <c> <c> <c> <c>
Dempsey K. Mork 251 Delta Sierra Pres/CFO/Dir 2-96 Pre Min Activity
Animal Cloning CFO/Dir 10-93 Pre Min Activity
Apex Capital Pres./CFO/Dir 1-96 Pre Shell
Gaensel Gold Pres/CFO/Dir 1-95 3--99 Shell
Knickerbocker
Capital Pres/CFO/Dir 11/94 Pre Shell
Magellan CapitL Pres/CFO /Dir 2-96 Pre Min Activity
Nicole Industries Pres./CFO/Dir 7-2000 Shell
Silver Bow Antique Pres/CFO /Dir 4/94 Pre Min Activity

Randall A. Baker 251 Delta Sierra Secy/ 2-96 Pre Min Activity
Animal Cloning Secy/Dir 10-93 Pre Min Activity
Apex Capital Secy/Dir 1-96 Pre Shell
Gaensel Gold Secy/Dir 1-95 3--99 Shell
Knickerbocker
Capital Secy/Dir 11/94 Pre Shell
Magellan Capital Secy /Dir 2-96 Pre Min Activity
Nicole Industries Secy/Dir 1/96-7-2000 Shell
Silver Bow Antique Secy /Dir 4/94 Pre Min Activity

Nobert L Leboeuf 251 Delta Sierra VP/Dir 2-96 Pre Min Activity
Animal Cloning VP/Dir. 1/96 Pre Min Activity
Apex Capital VP/Dir 1-96 Pre Shell
Gaensel Gold VP/Dir 1-96 3--99 Shell
Knickerbocker
Capital VP/Dir 1/96-Pre Shell
Magellan Capital VP /Dir 2-96 Pre Min Activity
Nicole Industries VP/Dir 1/96-7-2000 Shell
Silver Bow Antique VP /Dir 1/96-Pre Min Activity
Daren Holm Telemail, Inc. Founder/Owner 6-00 - Pre Active
Air Service Intl. Gen Mangr 4-98 - 5-00 Active
Airstar
International Director 2/97 - 4-98 Active
Desert Airlines Med Div Mgr 1-94 - 2-97 Active
Springs Ambulence Paramedic 5-86 - 12-99 Active

As provided in our by-laws, each director is
elected annually by our stockholders at our annual
meeting. Our officers serve at the discretion of
the board of directors.

Executive Compensation

The following table contains compensation data for
Darren Holm, director and chief executive officer
from inception until the date of this prospectus:

ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- ----------------------
$ -0- $ -0-
<s> <c> <c> <c>
Name and principal position Fiscal year Salary Restricted Shs
----------- ------ --------------
STOCK AWARDS*

Darren Holm
director, president,
chief executive officer 2001 -0- 100,000

Dempsey K. Mork
CFO/Director 1996 -0- 148,500

Randall A. Baker
Secretary/Director 1996 -0- 61,200

Norbert LeBoeuf
Controller/Director 1996 -0- 55,800

* All issued at par value of $.001 per share.

We issued Darren Holm 100,000 shares of common
stock in Silver Bow Antique Aviation on September
25, 2001 for services rendered, valued at par of
$.001. Mr. Holm does not receive any cash or other
compensation for services rendered to Silver Bow
as an officer or director. We do not currently
have any employment agreements.

Stock Options and Warrants

Silver Bow does not have any stock options or
warrants outstanding. Silver Bow does not have a
stock option plan.

Security Ownership of Certain
Beneficial Owners and Management

The following table sets forth, as of the date of
this Prospectus, the outstanding shares of common
stock of the company owned of record or
beneficially by each person who owned of record,
or was known by Silver Bow Antique Aviation to own
beneficially, more than 5% of Silver Bow's Common
Stock, and the name and share holdings of each
officer and director and all officers and
directors as a group.

Title of Class Name of Beneficial Amount and Nature Percent
Owner of Beneficial Of Class
Owner
<s> <c> <c> <c>
Common Stock Darren Holm 100,000 3.13%
45-116 Commerce St. #6
Indio, CA 92201

Common Stock Dempsey K. Mork 148,500 4.65% Benefic. 80%
83-888 Ave. 51
Coachella, CA 92236

Common Stock Magellan Cap Corp 597,600 18.73% Benefic. 80%
83-888 Ave. 51
Coachella, CA 92236

Common Stock Magellan Cap Corp 900,000 28.20% Benefic. 80%
Pension Pln & Trust
83-888 Ave. 51
Coachella, CA 92236

Common Stock Magellan Cap. Corp.900,000 28.20% Benefic. 80%
Profit Sharing Plan
83-888 Ave. 51
Coachella, CA 92236

Common Stock Randall A. Baker 61,200 1.91% Benefic. 3.47%
83-888 Ave. 51
Coachella, CA 92236

Common Stock RAB Investments, Inc.
P.O. Box 1025 50,000 1.56% Benefic. 3.47%
Morongo Valley, CA
92256

Common Stock KNC Investment Prof Shar
Box 3171 50,000 1.56% Benefic. 3.30%
Palm Springs, CA 92262

Common Stock Norbert L. Leboeuf 55,800 1.74% Benefic. 3.30%
83-888 Ave. 51
Coachella, CA 92236
--------- ------
2,863,100 89.74%
========= ======

Total Shares Outstanding 3,190,400 as of 9/30/01

None of the officers, directors or existing
shareholders have the right to acquire any amount
of the shares within sixty days from options,
warrants, rights, conversion privilege, or similar
obligations.

All shareholders have same voting and investment
power.

Certain Relationships and Related Transactions.

Funding for the acquisition of the two aircraft to
Silver Bow from Magellan Capital was covered by a
10 Year Long Term Note Payable to Magellan. The
note is for $98,000 is a seven year note, starting
1/1/99, at a 6% interest rate

Loans/Cash for Operating Expenses are covered by
Promissory Notes Payable to Magellan Capital.
Dempsey K. Mork is minority shareholder in both
Silver Bow and Magellan Capital. Mr. Mork is
president of Magellan Capital Corporation and
chief financial officer of Silver Bow. The
current balance on these promissory notes is
$100,640. These are non-interest bearing notes,
payable in cash on demand, or in Silver Bow common
stock based on a $.10 per share conversion rate.

Management is of the opinion that the transaction
was on terms as favorable as could have been
obtained from an unrelated third party.

Description of Capital Stock

COMMON STOCK

We are authorized to issue up to 100,000,000
shares of common stock, and 1,000 of preferred
stock. As of the date of this prospectus there
were 3,190,400 shares of common stock issued and
outstanding that were held of record by
approximately 54 shareholders. No shares have been
reserved for issuance upon the exercise of
warrants or options.

The holders of shares of common stock are entitled
to one vote per share on each matter submitted to
a vote of stockholders. In the event of
liquidation, holders of common stock are entitled
to share ratably in the distribution of assets
remaining after payment of liabilities, if any.
Holders of common stock have no cumulative voting
rights, and, accordingly, the holders of a
majority of the outstanding shares have the
ability to elect all of the directors. Holders of
common stock have no preemptive or other rights to
subscribe for shares. Holders of common stock are
entitled to such dividends as may be declared by
the board of directors out of funds legally
available. The outstanding common stock is, and
the common stock to be outstanding upon completion
of this offering will be, validly issued, fully
paid and non-assessable.

PREFERRED STOCK

We are authorized to issue of up to 1,000 shares
of preferred stock. We have no present plans for
the issuance of such preferred stock. The issuance
of such preferred stock could adversely affect the
rights of the holders of common stock and,
therefore, reduce the value of the common stock.
In Addition the issuance of preferred stock, while
providing desirable flexibility in connection with
possible acquisitions, financings, and other
corporate purposes, could have the effect of
making it more difficult or discouraging a third
party from acquiring a controlling interest in us.
In many cases, shareholders receive a premium for
their shares in a change of control, and these
provisions will make it somewhat less likely that
a change in control will occur or that
shareholders will receive a premium for their
shares if a change of control does occur.

Transfer Agent. Executive Registrar and Transfer
serves as the transfer agent for the shares of
common stock.

Shares Eligible For Future Sale

Upon the date of this prospectus, there are
3,190,400 shares of our common stock outstanding.
Upon the effectiveness of this registration
statement, the 486,000 shares of common stock to
be resold pursuant to this prospectus will be
eligible for immediate resale in the public market
if and when any market for the common stock
develops. Of the remaining 2,704,400 shares most

are restricted shares within the meaning of Rule
144 under the Securities Act, and are subject to
the resale provisions of Rule 144.

In general, under Rule 144, a person who has
beneficially owned, for at least one year, shares
of common stock that have not been registered
under the Securities Act or that were acquired
from an affiliate of Silver Bow is entitled to
sell within any three-month period the number of
shares of common stock that does not exceed the
greater of:

- one percent of the number of then
outstanding shares of common stock, or

- the average weekly reported trading volume
during the four calendar weeks preceding the sale.

Sales under Rule 144 are also subject to notice
and manner of sale requirements and to the
availability of current public information and
must be made in unsolicited brokers' transactions
or to a market maker. A person who is not an
affiliate of Silver Bow under the Securities Act
during the three months preceding a sale and who
has beneficially owned such shares for at least
two years is entitled to sell the shares under
Rule 144 without regard to the volume, notice,
information and manner of sale provisions.
Affiliates must comply with the restrictions and
requirements of Rule 144 when transferring
restricted shares even after the two year holding
period has expired and must comply with the
restrictions and requirements of Rule 144 in order
to sell unrestricted shares.

Prior to the offering, there has been no market
for our common stock. No predictions can be made
of the effect, if any, that market sales of shares
of common stock or the availability of such shares
for sale will have on the market price prevailing
from time to time. Nevertheless, sales of
significant amounts of our common stock could
adversely affect the prevailing market price of
the common stock, as well as impair our ability to
raise cap through the issuance of additional
equity securities.

Plan of Distribution and Selling Stockholders

This prospectus relates to the resale of 486,000
shares of common stock by the selling
stockholders.

If the selling shareholders engage in short
selling activities, they must comply with the
prospectus delivery requirements of Section
5(b)(2) of the Securities Act.

Pursuant to Regulation M of the Securities Act, the
selling stockholders will not, directly or
indirectly, bid for, purchase, or attempt to induce
any person to bid for or purchase their common
shares during the offering except for offers to sell
or the solicitation of offers to buy and unsolicited
purchases that are not effected from or through a
broker or dealer, on a securities exchange or
through an inter-dealer quotation system or
electronic communications network.

The table below sets forth information with
respect to the resale of shares of common stock by
the selling stockholders. We will not receive any
proceeds from the resale of common stock by the
selling stockholders for shares currently
outstanding. Assuming all shares of common stock
in the following tables are sold, none of the
selling stockholders will own greater than 16.85%
of the common stock.

Silver Bow Antique Aviation shall register,
pursuant to this prospectus, 486,000 common shares
currently outstanding for the account of the
following individuals or entities. The percentage
owned prior to and after the offering assumes the
sale of all of the common shares being registered
on behalf of the selling shareholders

The following list represents shareholders whose
shares will be registered under this offering.

Amount Total # % Owned Number of % Owned
Being Owned Prior to Shares After After
Name Registered Currently Offering Offering Offering
<s> <c> <c> <c> <c> <c>
Alyson Baca 400 400 .01% -0- 0.0%
Andrea Baca 600 600 .01% -0- 0.0%
Randy Baca 600 600 .01% -0- 0.0%
Annette Baine 500 500 .01% -0- 0.0%

Annette Baine 600 600 .01% -0- 0.0%
C/F James Baine UGTMACA
Annette Baine 400 400 .01% -0- 0.0%
C/F Michelle Baine UGTMACA
Michael Baine 600 600 .01% -0- 0.0%
Oscar Ballesteros 600 600 .01% -0- 0.0%
Mary Buerke 400 400 .01% -0- 0.0%
Conrad Dahl 400 400 .01% -0- 0.0%
Sherry Evaro-Ham 500 500 .01% -0- 0.0%
Barbara Filiatreaux 18,900 18,900 .59% -0- 0.0%
Robert J. Filiatreaux 73,800 73,800 2.31% -0- 0.0%
Daniel V. French 600 600 .01% -0- 0.0%
Valerie Hahn 500 500 .01% -0- 0.0%
Tiare Hatrak 400 400 .01% -0- 0.0%
Laurie Healy 500 500 .01% -0- 0.0%
Laurie Healy 500 500 .01% -0- 0.0%
C/F Carina Johnson UGTMACA
Carolyn Howley 400 400 .01% -0- 0.0%
Alex Jacoy 500 500 .01% -0- 0.0%
Kathy Jones 600 600 .01% -0- 0.0%
Brenda Jose 400 400 .01% -0- 0.0%
Chavez Jose 600 600 .01% -0- 0.0%
KNC Investments, Inc
Pro Share 50,000 50,000 1.56% -0- 0.0%
Norbert LeBoeuf, principal(1)
Kathryn N. Le Boeuf 36,900 36,900 1.15% -0- 0.0%
Sarah Le Boeuf 600 600 .01% -0- 0.0%
Magellan Capital Corp. 60,000 597,600 18.73% 537,600 16.85%
Partnership Financial/
OFINCO, principal(2)
Sally McManus 500 500 .01% -0- 0.0%
Patricia Mork 144,900 144,900 4.54% -0- 0.0%
Gary Peskin 500 500 .01% -0- 0.0%
Rose L. Peskin 400 400 .01% -0- 0.0%
Rose L. Peskin 400 400 .01% -0- 0.0%
C/F Jacob Peskin UGTMA CA
Rose L. Peskin 500 500 .01% -0- 0.0%
C/F Sarah Peskin UGTMA CA
Rose L. Peskin 600 600 .01% -0- 0.0%
C/F Zachary Peskin UGTMA CA
Moea Sheely 600 600 .01% -0- 0.0%
RAB Investments 50,000 50,000 1.56% -0- 0.0%
Randall A. Baker, Principal(3)
Hayley Smith 600 600 .01% -0- 0.0%
Antonio Soto 500 500 .01% -0- 0.0%
Jose Soto 400 400 .01% -0- 0.0%
Melecio Soto 600 600 .01% -0- 0.0%
Victor Soto 600 600 .01% -0- 0.0%
John Paul Spickard 500 500 .01% -0- 0.0%
Richard Stevenson Trust
Dtd 7/17/91 600 600 .01% -0- 0.0%
Richard Stevenson, Trustee

Donald Boyd Wright Trust
Dtd 7/17/91 32,400 32,400 .73% -0- 0.0%
Randall A. Baker, Trustee(3)
Helen Wright 600 600 .01% -0- 0.0%

(1)Norbert LeBoeuf is controller and director of
Silver Bow.

(2) OFINCO, the principal of Magellan Capital
Corp. is controlled by Michel De Gorski.

(3)Randall Baker is secretary and director of
Silver Bow

The 486,000 shares offered by the selling
stockholders may be sold by one or more of the
following methods, without limitation:

- ordinary brokerage transactions and
transactions in which the broker solicits
purchases; and

- face-to-face transactions between sellers
and purchasers without a broker-dealer. In
effecting sales, brokers or dealers engaged by the
selling stockholders may arrange for other brokers
or dealers to participate.

Brokers or dealers may receive commissions or
discounts from the selling stockholders in amounts
to be negotiated. Brokers and dealers and any
other participating brokers or dealers may be
deemed to be underwriters within the meaning of
the Securities Act, in connection with any sales.
The selling stockholder or dealer effecting a
transaction in the registered securities, whether
or not participating in a distribution, is
required to deliver a prospectus.

As a result of these shares being registered under
the Securities Act, selling stockholders who
subsequently resell the shares to the public
themselves may be deemed to be underwriters with
respect to the shares of common stock for purposes
of the Securities Act with the result that they
may be subject to statutory liabilities if the
registration statement to which this prospectus
relates is defective by virtue of containing a
material misstatement or omitting to disclose a
statement of material fact. We have agreed to
indemnify the selling stockholders regarding such
liability.

Disclosure of Commission Position on
Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to
directors, officers and controlling persons of the
small business issuer as provided in the foregoing
provisions, or otherwise, the small business
issuer has been advised that in the opinion of the
SEC such indemnification is against public policy
as expressed in the Securities Act and is,
therefore, unenforceable.

In the event that a claim for indemnification
against such liabilities, other than the payment
by the small business issuer of expenses incurred
or paid by a director, officer or controlling
person of the small business issuer in the
successful defense of any action, suit or
proceeding, is asserted by such director, officer
or controlling person in connection with the
securities being registered, the small business
issuer will, unless in the opinion of its counsel
the matter has been settled by controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Securities Act and will be
governed by the final adjudication of such issue.

Market for Common Stock and
Related Stockholder Matters

Currently, there is no public trading market for
our securities and we can provide no assurance
that any market will develop.

We intend to quote our stock on the OTC Bulletin
Board. If a market develops for our securities,
it will likely be limited, sporadic and highly
volatile.

As of 12/31/2001, there were approximately 54
shareholders of record.

30
Experts

The financial statements of Silver Bow appearing
in this registration statement have been audited
by David W. Winings, independent auditors, as set
forth in their report on page F-1, and are
included in reliance upon such report given upon
the authority of such firm as experts in
accounting and auditing.

Legal Matters

Certain legal matters with respect to the issuance
of shares of common stock offered by this
prospectus will be passed upon by Jody Walker

Where You Can Find More Information

At your request, we will provide you, without
charge, a copy of any document filed as exhibits
in this prospectus. If you want more information,
write or call us at:

Mr. Darren Holm, President C.E.O.
45-116 Commerce Street #6
Indio, CA 92201 Phone # 760/755-3035 Fax #
760/755-2301

Our fiscal year ends on 12/31. We are a reporting
company and file annual, quarterly and current
reports with the SEC. You may read and copy any
reports, statements, or other information we file
at the SEC's public reference room at 450 Fifth
Street, N.W., Washington D.C. 20549. You can
request copies of these documents, upon payment of
a duplicating fee by writing to the SEC. Please
call the SEC at 1-800-SEC-0330 for further
information on the operation of the public
reference rooms. Our SEC filings are also
available to the public on the SEC Internet site
at http:\\www.sec.gov.

486,000 Shares

Silver Bow

Prospectus

Common Stock

May 28, 2002

YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED
IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE
TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM
THAT CONTAINED IN THIS PROSPECTUS. THE SELLING
SECURITY HOLDERS ARE OFFERING TO SELL, AND SEEKING
OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN
JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS
PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF
THIS PROSPECTUS OR OF ANY SALE OF COMMON STOCK.

Until 2002, all dealers and
selling stockholders that effect transactions in
these securities, whether or not participating in
this offering, may be required to deliver a
prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold
allotments or subscriptions.

PART F/S
Index to Financial Statements

Report of Certified Public Accountants
Financial Statements
- --------------------
Audited Financial Statements December 31, 2001

Independent Auditors' Report
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements

SILVER BOW ANTIQUE AVIATION
(A Development Stage Company)
Index to Financial Statements and Supplementary Data

<s> <c>
Independent Auditors' Report
......................................................... F-2

Balance Sheets as of December 31, 2001 and 2000
........................................................ F-3

Statements of Operations for the Years Ended
December 31, 2001 and 2000
.......................................................... F-4

Statements of Cash Flows for the Years Ended
December 31, 2001 and 2000
........................................................... F-5

Statements of Stockholders' Equity for the Periods
through December 31, 2001
............................................................ F-6

Notes to Financial Statements
............................................................ F-7

Schedules:

All schedules are omitted as the required
information is included in the financial
statements or notes thereto, or is not a material
amount.

33
The Board of Directors
Silver Bow Antique Aviation
(a Development Stage Company)
Coachella, California

INDEPENDENT AUDITOR'S REPORT

I have audited the accompanying balance sheets of
Silver Bow Antique Aviation (a Development Stage
Company), as of December 31, 2001 and 2000 and the
related statements of operations, cash flows, and
changes in stockholders' equity for the years -
then ended. These financial statements are the
responsibility of the company's management. My
responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally
accepted auditing standards. Those standards
require that I plan and perform the audit to
obtain reasonable assurance about whether the
financial statements are free of material
misstatement. An audit also includes assessing
the accounting principles used and significant
estimates made by management, as well as
evaluating the overall financial statement
presentation. I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the financial statements referred
to above present fairly, in all material respects,
the financial position of Silver Bow Antique
Aviation as of December 31, 2001 and 2000, and the
results of its operations and cash flows for the
year or period then ended in conformity with
generally accepted accounting principles.

The accompanying financial statements have been
prepared assuming that the Company will continue
as a going concern. During its development
stage, the Company has acquired assets which
require substantial maintenance, but which do not,
at this time, provide income adequate to provide
for their care, or for the ongoing expenses of
operating the Company. The Company relies upon
borrowing from its majority shareholder to meet
its obligations. This creates an uncertainty
regarding the Company's ability to continue as a

going concern. The financial statements do not
include any adjustments that might result from the
outcome of this uncertainty.

/s/ David M. Winings
David M. Winings C.P.A.
Palm Desert, CA 92211
2/01/2002
4/24/2002 revised report incorporating changes
requested by SEC comment letter dated 3/6/02.

F-2

35
SILVER BOW ANTIQUE AVIATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET

ASSETS AS OF DECEMBER 31,
2001 2000
<s> <c> <c>
CURRENT ASSETS
Cash $ 1,924 $ 1,924
------- ---------
TOTAL CURRENT ASSETS 1,924 1,924

PROPERTY AND EQUITYMENT
Antique Aircraft, Net of
Depreciation 55,979 127,128
------- ---------

TOTAL PROPERTY AND EQUIPMENT 55,979 127,128
------- ---------
TOTAL ASSETS $ 57,903 $ 129,052
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Notes Payable Aircraft Expense
(Note 4) 71,339 53,139
Current Portion of Note Payable
(Note 2) 3 yrs annual
payments 29,400 35,600
Ltd Aircraft Loan (2 yrs Note
Payable) 3 yrs interest 32,040 10,680
Promissory Note - Administrative
Support (Note 4) 25,000 20,000
-------- --------
TOTAL CURRENT LIABILITIES 157,779 119,419

LONG TERM LIABILITIES
Note Payable - Aircraft (Note 2) 62,400 142,400
-------- --------
TOTAL LONG TERM LIABILITIES 62,400 142,400
-------- --------
TOTAL LIABILITIES 226,379 261,819

STOCKHOLDERS' EQUITY (NOTE 1)
Preferred Stock - Par Value
$.001 Authorized 10,000
Shares Issued & Outstanding
-0- Shares at December 31, 2001
and December 31, 2000 -0- -0-

Common Stock Par Value, $.001
Authorized 99,990,000 shares
Outstanding 3,190,400 at December
31, 2001 and 2,990,400 shares
Outstanding at December 31, 2000 3,190 2,990

Paid In Capital 20,000 -0-

Deficit Accumulated during the
Development Stage (191,666) (135,757)
-------- --------
TOTAL STOCKHOLDERS' EQUITY
(Deficit) (168,476) (132,767)

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $57,903 $129,052
======== ========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS.
F-3

37
SILVER BOW ANTIQUE AVIATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED

Cumulative
DECEMBER 31, since
2001 2000 inception
<s> <c> <c> <c>
REVENUES
INCOME $ -0- $ 2,170 $ 2,170
------- ------- -------
TOTAL REVENUES -0- 2,170 2,170

OPERATING EXPENSES
Services Rendered 200 -0- 1,136
Interest Expense 21,360 10,680 32,040
Administrative Support (Note 4) 5,000 20,000 25,000
Aircraft Operations Expenses (Note 5) 18,200 55,439 76,529
Depreciation 25,436 25,436 76,308
--------- -------- --------
Total Operating Expenses $ 70,196 $111,555 $211,013
--------- -------- --------
INCOME FROM OPERATIONS $(70,196) (109,385) (205,953)

OTHER INCOME
Gain from Sale of Aircraft 14,287 -0- 14,287
--------- -------- --------
TOTAL OTHER INCOME 14,287 -0- 14,287
========= ======== ========
NET INCOME $ (55,909)$(109,385) (191,666)
========= ========= ========
Average Number of Common
Shares Outstanding 3,057,067 2,990,400 3,023,733

Income (Loss) Per Share $(0.02) $(0.04) $(0.06)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE FINANCIAL STATEMENTS.
F-4

SILVER BOW ANTIQUE AVIATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS FOR THE YEARS
ENDED DECEMBER 31,

Cumulative
2001 2000 since inception
<s> <c> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (55,909) $(109,385) $(191,666)
Adjustments to reconcile net
income to net cash provided/(used) by
operating activities

Total Current and Long Term
Liabilities increase/(decrease) (35,440) 83,819 226,379

Depreciation 25,436 25,436 76,308
Loss (Gain) on sale of aircraft (14,287) -0- (14,287)
--------- -------- --------
NET CASH PROVIDED/(USED) BY
OPERATING ACTIVITIES (80,200) (130) (96,734)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash (used) purchase of aircraft -0- -0- (178,000)
Cash provided net proceeds sale
of aircraft 60,000 -0- 60,000
Contribution to capital on sale
of aircraft 20,000 -0- 20,000
--------- -------- --------
NET CASH PROVIDED/USED) BY
INVESTING ACTIVITIES 80,000 -0- (98,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Common Stock Shares 200 -0- 3,190
--------- -------- --------
NET INCREASE/(DECREASE) IN CASH -0- (130) 1,924
--------- -------- -------
CASH AT BEGINNING OF YEAR 1,924 2,054 -0-
--------- -------- -------
CASH AT END OF YEAR $ 1,924 $ 1,924 $ 1,924
========= ======== =======

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE FINANCIAL STATEMENTS.

F-5

39
SILVER BOW ANTIQUE AVIATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2001

SHARES COMMON STOC CAPITAL DEFICIT TOTALS
<s> <c> <c> <c> <c> <c>
BALANCE AT
12/31/94 -0- $ -0- $ -0- $ -0- $ -0-

BALANCE AT
12/31/95 -0- $ -0- $ -0- $ -0- $ -0-

SHARES ISSUED,
AT PAR, VALUE,
FOR CONSULTING
SERVICES 936,900 936 -0- $ (936) -0-

BALANCE AT
12/31/96 936,900 $ 936 $ -0- $ (936) -0-

BALANCE AT
12/31/97 936,900 $ 936 $ -0- $ (936) $ -0-

PURCHASE OF
COMMON STOCK,
FOR CASH AT
PAR VALUE
ON DEC 30, 1998
2,053,500 2,054 -0- -0- 2,054
--------- ----- ----- ------ ------
BALANCE AT
12/31/98 2,990,400* $ 2,990 -0- $ (936) 2,054

*AFTER 900 FOR 1 FORWARD STOCK SPLIT AUTHORIZED ON OCTOBER 15, 1998. SHARES
ISSUED IN 1996 FOR SERVICES RENDERED ARE STATED AT POST SPLIT PAR
VALUES.

BALANCE AT
12/31/99 2,990,400 $ 2,990 -0- $ (26,372) (23,382)

BALANCE AT
12/31/2000 2,999,400 2,990 -0- (135,757) (132,767)

COMMON STOCK
FOR CONSULTING
AT PAR VALUE 200,000 200 -0-
--------- ------ ----
BALANCE AT
12/31/2001 3,190,400 3,190 -0- (160,986) (157,796)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE FINANCIAL STATEMENTS.
F-6

40
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 and 2000

NOTE 1 - ORGANIZATION AND BUSINESS PURPOSE

The Company was incorporated, in the State of
Nevada on April 28, 1994. The original articles
authorized preferred and common shares of 1,000
and 10,000 respectively. During 1996 certain
consulting services were rendered to the Company
by individuals and the majority stockholder. The
value of such services were at the par value of
1,041 shares issued on July 15, 1996 and have been
stated on the attached balance sheet, statement of
operations, and statement of cash flows at
$936.00, which amount reflects the par value of
the original issuance of stock on the date of the
900 for 1 stock split (October 15, 1998).

On September 25, 2001, 200,000 shares were issued
at par value of $.001 per share for services
rendered through September 2001; (100,000 to
Darren Holm for the newly appointed President of
the Company and 50,000 each to Randall A. Baker,
Secretary and to Norm Leboeuf, Controller)

NOTE 2 - ANTIQUE AIRCRAFT AND NOTES PAYABLE -
MAGELLAN CAPITAL CORP.

Silver Bow acquired two (2) antique aircraft by
executing a note payable to the majority
stockholder (Magellan Capital Corporation) in the
amount of $198,000. The aircraft were acquired
from Magellan and were refurbished by Magellan,
including updating certain mechanical and
electronic equipment prior to their transfer to
Silver Bow. Upon transfer, the aircraft were
recorded on Silver Bow's books at the cost basis
of Magellan Capital Corporation. The aircraft
are depreciated by Silver Bow over a 7-year life
basis, using straight line depreciation.

During 2001, the aircraft were placed for sale.
One aircraft costing $80,000 was sold in December
2001 for $65,000, less $5,000 commission. The
proceeds of this sale were used to pay down the
note payable for the original acquisition of the
aircraft. The note payable to Magellan Capital
is a 10-year mortgage note at 6% interest per
annum. Annual principal payments on the note are
due each December 31, commencing December 31, 1999
until fully paid on December 31, 2008. Interest
is to be paid, commencing on January 1, 1999 on
this Note Payable.

NOTE 3 - GOING CONCERN

During the development stage, the Company has
acquired assets which require substantial
maintenance, but which do not, at this time
provide income adequate to provide for their care,
or for the ongoing expenses of operating the
Company. Silver Bow relies upon borrowing from
its majority shareholder to meet its obligations.
This creates an uncertainty regarding the
Company's ability to continue as a going concern.
The financial statements do not include any
adjustments that might result from the outcome of
this uncertainty.

NOTE 4 - ADMINISTRATIVE SUPPORT

During December 1998, and to be effective January
1, 1999, the company executed a management
services contract with the majority stockholder,
Magellan Capital Corporation. This contract
requires the minimum payment of $10,000 per year
for five (5) years commencing in 1999 for the
following activities: Year ending auditing for
10KSB reporting, SEC compliance and quarterly
10QSB filings; and, other associated reports and
administrative support activities.

The term of this agreement provides for the annual
payment of $10,000 (USD) either in cash or an
issuance of common stock of the Company for a
five-year period December 31, 2003. At the end of
the second quarter 2001, the management contract
was cancelled. These costs are now accounted for
as incurred and credited to Notes Payable -
Aircraft Expense. The accumulated Support
Services Accrual at June 30, 2001 in this Note
Payable Account was $25,000; the actual costs
incurred for the second half of the year 2001 was
$18,200, as set forth below in NOTE 5.

NOTE 5 AIRCRAFT OPERATING EXPENSES

Cumulative
AS OF DECEMBER 31, from
2001 2000 Inception
------- ------- --------
<s> <c> <c> <c>
Aircraft Fuel $ 5,500 $ 2,155 $ 7,655
Operating Supplies and Expenses 3,250 7,502 10,752
Office phone and Fax 400 219 619
Hangar Tie-down Fees 2,100 9,517 11,617

Maintenance and Repairs 3,200 25,701 28,901
Advertising, Audit and Legal 1,050 2,752 3,802
Pilot/Flying Services 2,700 1,918 4,618
Miscellaneous -0- 5,675 8,565
------- ------- --------
Aircraft Operating Expenses $18,200 $55,439 $76,529
======= ======= =======

NOTE 6 - ACCOUNTING ENTRIES TO RECORD AIRCRAFT
SOLD DECEMBER 2001

The 1937 Boeing P-37 Stearman Aircraft was sold in
December 2001 by an independent aviation sales
representative for $65,000. The sales rep kept
his $5,000 sales commission, and remitted the
balance of $60,000. The net proceeds of $60,000
were used to liquidate the entire original amount
of the $80,000 Note Payable Mortgage due Magellan
Capital Corporation. This resulted in a Paid in
Capital contribution of $20,000 and a gain of
$14,287 on the sale of this aircraft. Listed
below are Silver Bow's account entries recording
this transactino:

<s> <c> <c>
Debit: Note Payable 10 yr Mortgage $80,000
Debit: Accum. Depreciation 3 yrs/199-2001 34,287
Credit: Gain Sale of Aircraft $(14,287)
Credit: Paid in Capital (20,000)
Credit: Fixed Asset/Acquisition Costs/1999 (80,000)
-------- --------
Totals $114,287 ($114,287)
======== =========

F-7

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 25. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION

The following table sets forth the estimated
expenses to be incurred in connection with the
distribution of the securities being registered.
The expenses shall be paid by the Registrant.

SEC Registration Fee. . . . . . $ 20.26
Printing and Engraving Expenses 1,500
Legal Fees and Expenses . . . . 3,000
Accounting Fees and Expenses. . 4,000
Miscellaneous . . . . . . . . . 1,000
--------
TOTAL . . . . . . . . . . . . . $ 9,520.26
========

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

The following information sets forth particular
information for all our securities sold since,
without registration under the Securities Act.
There were no underwriters in any of these
transactions, nor were any sales commissions paid
thereon.

1. On September 25, 2001 we issued Darren Holm
100,000 shares of common stock Silver Bow Antique
Aviation for services rendered, valued at par
value of $.001. Mr. Holm does not receive any cash
or other compensation for services rendered to
Silver Bow as an officer or a director. We do not
currently have any employment agreements.

On September 25, 2001 50,000 shares were issued at
par value, ($.001) to both Randall a. Baker,
Secretary/Director and Norbert Leboeuf,
Controller/Director for services rendered through
September 2001.

The above issuance of common stock was made to
sophisticated individuals pursuant to an exemption
from registration under Sec. 4(2) of the
Securities Act of 1933.

ITEM 27. EXHIBITS

INDEX TO EXHIBITS

EXHIBIT NO. IDENTIFICATION OF EXHIBIT

3.i Articles of Incorporation
incorporated by reference to Form SB-2

3.ii By-Laws of Silver Bow incorporated by
reference to Form SB-2

4.i Form of Specimen of common stock
incorporated by reference to Form SB-2

23 Consent of Legal Counsel, Jody
Walker, Esq.

23 Consent of Independent Auditor, David
Winings, CPA

ITEM 28. UNDERTAKINGS

(a) The undersigned registrant undertakes:

(1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this registration statement:

i. To include any prospectus required by
Section 10(a)(3) of the Securities Act;

ii. Reflect in the prospectus any facts or
events arising after the effective date of which,
individually or together, represent a fundamental
change in the information in the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered, if the total dollar value of securities
offered would not exceed that which was registered
and any deviation from the low or high end of the
estimated maximum offering range may be reflected
in the form of prospectus filed with the SEC in
accordance with Rule 424(b) of this chapter, if,
in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and

iii. Include any additional or changed
material on the plan of distribution.

(2) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to be a
new registration statement relating to the
securities offered, and the offering of such
securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.

(3) To remove from registration by means of
a post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.

(4) i. That, for the purpose of determining
liability under the Securities Act, the
information omitted from the form of prospectus
filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant as provided in
Rule 424(b)(1) or (4), or 497(h) under the
Securities Act shall be deemed to be part of this
registration statement as of the time it was
declared effective.

ii. For determining any liability under
the Securities Act, each post-effective amendment
that contains a form of prospectus shall be deemed
to be a new registration statement relating to the
securities offered, and the offering of such
securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.

(b) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted
to directors, officers and controlling persons of
the registrant as provided in the foregoing
provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such
indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other
than the payment by the registrant of expenses
incurred or paid by a director, officer or
controlling person of the registrant in the
successful defense of any action, suit or
proceeding) is asserted by such director, officer
or controlling person in connection with the
securities being registered, the registrant will,
unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.

SIGNATURES

In accordance with the requirements of the
Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-
2 and authorized this registration statement to be
signed on its behalf by the undersigned, in the
City of Indio, State of California on the 28th day
of May, 2002.

Silver Bow Antique Aviation
/s/Darren Holm
- ------------------------------
By: Darren Holm, President/CEO

In accordance with the requirements of the
Securities Act of 1933, this registration statement
was signed by the following persons in the
capacities and on the dates stated.

Signature Capacity Date
<s> <c> <c>
/s/Darren Holm President/CEO 05/28/02
- -------------------- Director
Darren Holm

/s/Dempsey Mork CFO/Director 05/28/02
- --------------------
Dempsey Mork

/s/Norbert Le Boeuf Controller/Director 05/28/02
- --------------------
Norbert Le Boeuf

/s/Randall A. Baker Director 05/28/02
- --------------------
Randall A. Baker