MEMORANDUM NO.

(DRAFT)

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

_______________________________________________

DENVER MOUNTAIN EXPRESS, INC.

_______________________________________________

Private Placement Memorandum

Dated July 21, 2003
_________________________________________________________
A PRIVATE PLACEMENT OF SERIES A PREFERRED STOCK

Minimum offering: 40,000 shares ($100,000.00)

Maximum offering: 200,000 shares ($500,000.00)
Offering price: $2.50 per share
Minimum investment: 10,000 shares ($25,000.00)
_________________________________________________________
A PRIVATE PLACEMENT OF COMMON STOCK

Minimum offering: 0 shares ($0.00)

Maximum offering: 100,000 shares ($225,000.00)
Offering price: $2.25 per share
Minimum investment: 10,000 shares ($22,500.00)

This Confidential Private Placement Memorandum (the “Memorandum”) relates to the sale of up to
200,000 shares of Series A preferred stock (the “Preferred Stock”) of Denver Mountain Express, Inc. (the
“Company” or “Denver Mountain Express”) at a price of $2.50 per share and up to 100,000 shares of common
stock (the “Common Stock”) at a price of $2.25 per share. There is no public market for any securities of the
Company and no such market is expected to develop following this offering (the “Offering”).

Sales of the Preferred Stock and Common Stock will be made to persons who qualify as “accredited
investors” as that term is defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the
“Securities Act”) and to “non-accredited investors.” The minimum investment per purchaser is $22,500, except
the Company reserves the right to accept purchases of lesser amounts.

The Company is offering a minimum of 40,000 shares of its Preferred Stock (the “Preferred Shares”) and
0 shares of its Common Stock (the “Common Shares”) (together the “Shares”) and a maximum of 200,000
Preferred Shares and 100,000 Common Shares. The Preferred Shares are being offered by the Company at a price
of $2.50 per share and the Common Shares at a price of $2.25 per share. All proceeds received from subscribers
will be deposited in either an interest bearing or non-interest bearing account. If at least 40,000 Preferred Shares
are subscribed for prior to August 31, 2003 (or by September 30, 2003 if the Offering is extended by the
Company) and certain closing conditions are satisfied, an initial closing will be held as soon as practicable
thereafter, and the funds held in the bank account will be turned over to the Company. In such event, the
Company may continue to seek additional funds by offering up to the maximum number of Shares. Any such
additional sales must be completed by September 30, 2003, or such later extended date as set by the Company. If
at least 40,000 Preferred Shares have not been subscribed for by the close of business on August 31, 2003 (or by
September 30, 2003 if the Offering is extended by the Company), all proceeds received from subscribers will be
refunded in full, without deduction and without interest.

The proceeds of this placement will be used by the Company to provide additional capital to fund its
operating costs, service its debt, acquire new vehicles, update its reservation system, expand its operations, and
for working capital purposes.
 The securities offered hereby are speculative and involve a high degree of risk. Investors must be
prepared to bear the economic risk of the investment for an indefinite period of time and must be able to
withstand a loss of their entire investment.

See “Risk Factors” commencing on page 3.

The date of this Memorandum is July 21, 2003
 SUMMARY INFORMATION FOR INVESTORS

THE INFORMATION CONTAINED IN THIS MEMORANDUM IS CONFIDENTIAL AND

PROPRIETARY TO THE COMPANY AND IS BEING SUBMITTED TO PROSPECTIVE INVESTORS
IN THE COMPANY SOLELY FOR SUCH INVESTORS' CONFIDENTIAL USE WITH THE
EXPRESS UNDERSTANDING THAT, WITHOUT THE PRIOR EXPRESS WRITTEN PERMISSION
OF THE COMPANY, SUCH PERSONS WILL NOT RELEASE THIS DOCUMENT OR DISCUSS THE
INFORMATION CONTAINED HEREIN OR MAKE REPRODUCTIONS OF OR USE THIS
MEMORANDUM FOR ANY PURPOSE OTHER THAN EVALUATING A POTENTIAL
INVESTMENT IN THE PREFERRED SHARES.

A PROSPECTIVE INVESTOR, BY ACCEPTING DELIVERY OF THIS MEMORANDUM,

AGREES TO COMPLY WITH THE FOREGOING PARAGRAPH AND PROMPTLY RETURN TO
THE COMPANY THIS MEMORANDUM AND ANY OTHER DOCUMENTS OR INFORMATION
FURNISHED BY THE COMPANY IF THE PROSPECTIVE INVESTOR ELECTS NOT TO
PURCHASE ANY OF THE SECURITIES OFFERED HEREBY.

THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES PURCHASED

PURSUANT TO THIS MEMORANDUM IS RESTRICTED BY APPLICABLE FEDERAL AND
STATE SECURITIES LAWS.

THIS OFFERING IS SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION

BY THE COMPANY WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT, IN ITS SOLE
DISCRETION, TO REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART, FOR ANY REASON
OR TO ALLOT ANY SUBSCRIBER LESS THAN THE NUMBER OF PREFERRED SHARES
SUBSCRIBED FOR.

THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN PROVISIONS OF

DOCUMENTS RELATING TO THE BUSINESS OF THE COMPANY AND THE PURCHASE OF
THE PREFERRED SHARES, AS WELL AS SUMMARIES OF VARIOUS PROVISIONS OF
RELEVANT STATUTES AND REGULATIONS. SUCH SUMMARIES DO NOT PURPORT TO BE
COMPLETE AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF
THE ORIGINAL DOCUMENTS, STATUTES AND REGULATIONS, WHICH ARE AVAILABLE
UPON REQUEST.

EACH INVESTOR MUST CONDUCT AND RELY ON THEIR OWN EVALUATION OF THE
COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE PREFERRED
SHARES. SEE “RISK FACTORS” FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED IN CONNECTION WITH THE PURCHASE OF THE SECURITIES OFFERED
HEREBY.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A

SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF
THE DATE HEREOF. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY AFTER THE DATE
HEREOF.
 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OTHER THAN
THAT CONTAINED IN THIS MEMORANDUM, OR TO MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THE OFFERING MADE HEREBY AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN MADE OR AUTHORIZED BY THE COMPANY.

THE STATEMENTS IN THIS MEMORANDUM THAT MAY BE CONSIDERED FORWARD

LOOKING ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED.

SUBSCRIBERS MAY, IF THEY SO DESIRE, MAKE INQUIRIES OF THE COMPANY WITH

RESPECT TO THE COMPANY’S BUSINESS OR ANY OTHER MATTERS RELATING TO THE
COMPANY AND AN INVESTMENT IN THE SECURITIES OFFERED HEREBY. SUBSCRIBERS
MAY OBTAIN ANY ADDITIONAL INFORMATION WHICH SUCH PERSONS DEEM TO BE
NECESSARY IN CONNECTION WITH MAKING AN INVESTMENT DECISION IN ORDER TO
VERIFY SUCH INFORMATION (TO THE EXTENT THAT THE COMPANY POSSESSES SUCH
INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE). IN
CONNECTION WITH SUCH INQUIRY, ANY DOCUMENTS WHICH ANY SUBSCRIBER WISHES
TO REVIEW WILL BE MADE AVAILABLE FOR INSPECTION AND COPYING OR PROVIDED
UPON REQUEST, SUBJECT TO THE SUBSCRIBER’S AGREEMENT TO MAINTAIN SUCH
INFORMATION IN CONFIDENCE AND TO RETURN THE SAME TO THE COMPANY IF THE
RECIPIENT DOES NOT PURCHASE THE SECURITIES OFFERED HEREUNDER. ANY SUCH
REQUESTS FOR ADDITIONAL INFORMATION OR DOCUMENTS SHOULD BE MADE IN
WRITING TO THE COMPANY, ADDRESSED AS FOLLOWS: DENVER MOUNTAIN EXPRESS,
1550 LARIMER STREET, SUITE 280, DENVER, COLORADO 80202, ATTENTION: NOEL
CULBERSON.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS

MEMORANDUM AS LEGAL, INVESTMENT OR TAX ADVICE. PROSPECTIVE INVESTORS
SHOULD CONSULT THEIR OWN ADVISORS AS TO LEGAL, INVESTMENT, TAX AND
RELATED MATTERS CONCERNING AN INVESTMENT IN THE COMPANY.

THE PRICE OF THE SECURITIES OFFERED HEREBY HAS BEEN DETERMINED BY THE
COMPANY AND DOES NOT NECESSARILY BEAR ANY RELATIONSHIP TO THE ASSETS,
BOOK VALUE OR POTENTIAL PERFORMANCE OF THE COMPANY OR ANY OTHER
RECOGNIZED CRITERIA OF VALUE.

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JURISDICTIONAL NOTICES TO ALL INVESTORS

For Residents of All States:

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING
OFFERED AND SOLD IN RELIANCE UPON EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SAID SECURITIES ACT AND SUCH SECURITIES LAWS. THE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID
SECURITIES ACT AND SUCH SECURITIES LAWS OR PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR
ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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i
 TABLE OF CONTENTS

Page
The Offering.....................................................................................................................................1
Selected Financial Data....................................................................................................................3
Risk Factors..................................................................................................................................... 5
Use Of Proceeds...............................................................................................................................9
Forward Looking Statements.........................................................................................................10
Dividend Policy............................................................................................................................. 10
Capitalization................................................................................................................................. 11
Business......................................................................................................................................... 12
General.......................................................................................................................................12
Pricing........................................................................................................................................ 12
Sales and Marketing Strategies..................................................................................................13
Customer Service....................................................................................................................... 13
Facilities.....................................................................................................................................13
Litigation....................................................................................................................................13
Management...................................................................................................................................14
Executive Officers and Directors...............................................................................................14
Board of Directors......................................................................................................................14
Director Compensation.............................................................................................................. 14
Indemnification and Limitation of Liability of Directors and Officers.....................................14
Executive Compensation........................................................................................................... 15
Principal Stockholders................................................................................................................... 16
Description Of Capital Stock......................................................................................................... 16
Plan Of Distribution.......................................................................................................................16
Terms of Offering...........................................................................................................................18
Appendix A: Financial Statements.............................................................................................. A-1

Exhibits
Exhibit A – Investor Questionnaire for Accredited Investors
Exhibit B – Investor Questionnaire for Non-Accredited Investors
Exhibit C – Preferred Stock Subscription Agreement
Exhibit D – Common Stock Subscription Agreement

___________________
 THE OFFERING

Securities offered.............................................................. 40,000 – 200,000 shares of Denver Mountain

Express Preferred Stock
0 - 100,000 shares of Denver Mountain
Express Common Stock

Preferred Stock to be outstanding

after the minimum placement........................................... 40,000 shares.

Preferred Stock to be outstanding

after the maximum placement........................................... 200,000 shares.

Common Stock to be outstanding

after the minimum placement........................................... 1,052,631 shares.

Common Stock to be outstanding

after the maximum placement........................................... 1,152,631 shares.

Dividend policy................................................................ The Company will pay an annual cumulative

dividend of 5% to the holders of the Preferred
Stock.

Conversion policy............................................................. Series A Preferred Stock Shareholders may, at

their sole discretion, convert the Preferred
Stock into Common Stock at a conversion rate
of 1 to 1. Series A Preferred Stock
Shareholders may elect to make this
conversion no earlier than August 1, 2006.

Preferred Stock Redemption policy.................................. The Company must redeem the Preferred
Stock at a redemption rate of 100% prior to
August 1, 2011. In addition, the Preferred
Stock will be automatically redeemed at the
redemption rate of 100% upon certain change
in control events.

Common Stock Repurchase policy................................... The Company will repurchase Common Stock
at the sole discretion of the Company board of
directors based on available funds at the end
of the calendar year. The repurchase price will
be determined by a multiple of 1.25 times
annual revenue. Annual revenue will be
confirmed by an independent audit of the
Company’s year end financial statements.
Each shareholder will then be given the option
to sell shares at the predetermined share price.
Shares will be repurchased on a prorated basis
until either all available funds are expended or
until all shareholder sales demand is met.

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Use of proceeds................................................................ The Company estimates that it will receive net
proceeds from the minimum placement of
approximately $100,000 and the net proceeds
from the maximum placement of
approximately $725,000, in each case, before
the deduction of expenses of this Offering.
The Company expects to use the net proceeds
to provide additional capital to fund its
operating costs, service its debt, acquire new
vehicles, update its reservation system, expand
its operations and for working capital
purposes. There can be no assurance that we
will sell the minimum or more than the
minimum amount of Preferred Stock and
Common Stock offered hereby.

Risk factors....................................................................... The Shares offered hereby are highly

speculative and involve a high degree of risk.
Our Preferred Stock and Common Stock
should not be purchased by investors who
cannot afford the loss of their entire
investment. For a discussion of certain risks
investors should consider before investing in
the Preferred Stock, see “Risk Factors.”

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 SELECTED FINANCIAL DATA

Statement of Operations Data:

For the Years Ended

December 31, January –
March
2001 2002 2003
Revenue $251,569.00 $541,942.00 $430,151.00
Operating Expenses ($240,119.00) ($570,479.00) ($372,216.00)
Other Income/Expense $1,524.00 $0.00 $ 0.00
Net Income $ 12,974.00 ($ 28,537.00) $ 57,935.00

Balance Sheet Data:

For the Years Ended

December 31, March 31,
2001 (1) 2002 (1) 2003 (1) (2)
Cash $ 3,499.89 $ 6,313.93 $ 2,531.46
Total Current Assets $ 12,479.89 $ 10,608.17 $ 10,060.30
Total Assets $ 600,635.18 $668,155.67 $1,631,060.30

Total Current Liabilities $ 173,497.56 $115,547.79 $ 132,634.00

Total Liabilities $ 439,497.56 $368,547.79 $1,370,434.00

Total Equity $ 161,137.62 $299,607.88 $ 260,626.3

(1) Assets include intangible assets consisting of Colorado P.U.C. licenses and are valued as
follows: Metro Denver licenses valued at actual cost. Closing date of the purchase of the Metro
Denver licenses is expected to occur after final regulatory approval at the end of July 2003. DIA-
Eagle County license valued at actual lease purchase cost, and DIA-Summit County and downtown
Denver – Summit and Eagle Counties license values are estimated based on DIA – Eagle County
license actual purchase price.

(2) We estimate the market value of Denver Mountain Express P.U.C. licenses if sold
aggregately as follows:
DIA – Denver Metro Area $1,500,000
DIA – Summit County $1,500,000
DIA – Eagle County $2,000,000
DIA – Colorado Springs $ 500,000
DT Denver – Summit & Eagle County $ 500,000
Summit & Eagle County - Blackhawk $ 300,000
Total $6,300,000

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4
 RISK FACTORS

You should carefully consider the following risks before you decide to buy our Preferred Stock.
The risks and uncertainties described below are not the only ones facing us. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also impair our
business.

If any of the events described in the following risks actually occur, our business, financial
condition and operating results could be materially adversely affected. In such case, you may lose all or
part of your investment.

Unfavorable changes in government regulation could harm our business.

The Company currently maintains regulated state licenses that allow for the operation of a
scheduled and charter transportation service.

These licenses serve as a barrier to entry in the passenger transportation market and if the
government were to deregulate the passenger transportation industry completely or were to issue
additional licenses, our business would be materially adversely affected.

We are subject to various regulatory rules and conditions.

As a participant in a regulated industry, we are subject to and must adhere to regulatory rules and
conditions in order to maintain our licenses. These conditions include driver hiring requirements, vehicle
maintenance records and procedures, as well as other conditions. If we were to fail to meet these
regulatory rules and conditions, we would face substantial fines and the potential loss of our licenses.

In addition to state and local government regulation, we also face additional regulations imposed
by DIA. If we fail to abide by DIA’s rules and regulations, it could result in the forfeiture of our right to
pick-up and drop-off passengers at DIA.

If any of the above were to occur, our business and operations would be adversely affected.

Our operations are dependent upon the travel industry.

Our business focus is on transporting passengers, including tourists and business travelers, to and
from DIA, downtown Denver and Denver west to various mountain resorts. If general economic
conditions or further terrorist actions result in a reduction in business or tourism travel, our passenger
volume and profit margins would suffer.

We may not compete successfully because of the number and strength of our competitors.

Our main competitors currently include Super Shuttle, Colorado Mountain Express and Resort
Express. These competitors have been in business longer than us and have greater name recognition and
financial and marketing resources than we do. In addition, they are able to devote greater resources to
sourcing, promoting and selling their services.

In addition to our main competitors, we also face competition from luxury limousine and charter
service companies. Though limited as to type of vehicle, prices charged and service schedule, these
companies offer service to the geographic areas we currently serve.

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 Competition within the industry may adversely affect our profitability and result in lower sales,
lower gross profits and greater operating costs. If we are unable to effectively compete, our business will
be materially impacted.

We may face competition from potential new entrants into our market.

Even though we maintain exclusive licenses from the State of Colorado, other avenues exist for
entry into the passenger transportation industry. Companies can gain entry under federal authority if they
can establish that they offer inter-state service. If additional companies were to enter the industry, our
business and operations could be materially adversely affected.

We may be subject to liability claims if people are injured as a result of an accident involving a
Denver Mountain Express vehicle.

Our business focuses on transporting passengers between DIA, downtown Denver, Colorado
Springs, and various mountain resort areas. As a result, our drivers experience hazardous mountain
driving conditions that may result in accidents involving Company vehicles. Even though we maintain
adequate insurance coverage, a serious accident could result in litigation against the Company or a loss to
the Company’s reputation, either of which could affect our business operations.

We currently owe back payroll taxes to the Internal Revenue Service.

Denver Mountain Express currently owes the IRS approximately $75,000 for unpaid payroll taxes
for the 2001 and 2002 calendar years. The Company has reached a tentative agreement for a payment
plan with the IRS to pay off the balance due in monthly installments. This agreement is subject to certain
conditions that if not met would render the agreement void. In such event the Company’s business may
be materially impacted.

If we fail to sell all the shares in this placement, we may be compelled to seek additional capital to
proceed with our business plan and as a result we may be unable to implement our planned
operations.

This private placement is made on a “best efforts, all or none” basis with respect to the minimum
placement and on a “best efforts” basis with respect to the remaining Preferred Shares offered. If only the
minimum number of Preferred Shares is sold, we may experience additional risks such as the need to rely
on debt financing or strategic partners that may not be present at the time when we need such additional
capital. In that event, we may be compelled to seek additional capital sooner than would otherwise be
necessary to proceed with our business plan. No person has committed to provide us with additional
capital, and there can be no assurance that such additional funds will be available when required or on
terms acceptable to us.

We may experience significant fluctuations in our revenues and quarterly operating results.

Our quarterly revenues and operating results could fluctuate for many reasons, including
variations in the mix of sales, price changes in response to competitive factors, and increases in costs.
Additionally, a high percentage of the expenses relating to our business are relatively fixed and as a result,
a variation to our sales can cause significant variations in operating results from quarter to quarter and
could result in losses. The demand for our services is also significantly affected by the general level of
economic activity at any particular time, and fluctuations in the general economy could seriously harm
our business.

6
The loss of key management could negatively affect our business.

We are dependent upon our key management members. If we were to lose the services of these
members within a short period of time, it could have a material adverse effect on our operations. We do
not currently maintain key person insurance on any management member. Our continued success is also
dependent upon our ability to attract and retain qualified team members to meet our needs. We may not
be able to attract and retain team members as necessary to operate our business. If we are unable to
obtain qualified team members, our business and reputation could be materially impacted.

Investors may never recoup their initial investment or receive a return on their investment.

An investment in the Preferred Stock of Denver Mountain Express is highly risky and
speculative. While Denver Mountain Express believes that investors will recoup their initial investment
and will receive a return on their investment, there can be no assurance that the investor will receive any
additional monies beyond their annual dividend. In the event that Denver Mountain Express is unable to
increase cash flow and/or grow its business or, in the event Denver Mountain Express desires to sell its
business and is unable to sell its business on commercially reasonable terms, investors will likely not
receive an additional return on such investment. Additionally, there can be no assurance that investors
will not lose their entire investment in the Company.

Investors may experience dilution in the future.

The Company may issue additional shares of Preferred Stock and or Common Stock in the future
to raise additional funds for business expansion or operations. The issuance of such Preferred or
Common Stock will have the effect of diluting the ownership interest of existing shareholders.

Our officers and directors will exercise significant control over Denver Mountain Express.

Our officers and directors control 100% of the outstanding shares of common stock. Because of
this level of stock ownership, these persons, as a group, are able to control Denver Mountain Express and
direct its affairs and business, including decisions about the acquisition or disposition of assets, future
issuances of stock and the election of directors. The large percentage of stock held by such individuals
could also delay or prevent a change in control.

The Shares we are offering in this private placement is subject to restrictions on transferability and
you may be required to bear the financial risks of your investment for an indefinite period of time.

The Shares we are offering in this private placement is subject to restrictions on transferability
and resale, and may not be transferred or resold except as permitted under the Securities Act of 1933, and
any applicable State securities laws. As an investor in our Shares you should be aware that you may be
required to bear the financial risks of your investment for an indefinite period of time. You should further
be aware that a public market for our Shares will most likely never materialize.

No market exists for our preferred stock or common stock and our determination of the offering
price of this private placement bears no relation to the actual value of our preferred stock or
common stock.

No market exists for these securities, and the offering price of the Shares has been determined in
our sole discretion. The offering price of our Shares may bear no relation to its actual value. Among the
factors considered in determining the offering price were estimates of our prospects, our future operations
and revenues, and our beliefs regarding current conditions in the passenger transportation industry.
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Further, the offering price does not necessarily bear any relationship to our assets, book value or any other
objective criteria of value.

[Remainder of this page intentionally left blank]

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 USE OF PROCEEDS

Denver Mountain Express will receive net proceeds from this placement of approximately
$100,000, assuming the minimum placement is sold, and approximately $725,000 if the maximum
placement is sold. Expenses of the offering will be deducted from such amounts.

The primary purpose of the placement is to provide Denver Mountain Express with working
capital to fund its growth. Denver Mountain Express expects that funds will be applied in the following
amounts and in the following priorities, based upon receipt of the minimum or maximum proceeds less
estimated expenses:

Minimum Placement Maximum Placement

Funds Funds
New vehicles $ 25,000 $ 100,000
Reservation System $ 10,000 $ 10,000
Marketing $ 15,000 $ 75,000
Debt Service $ 25,000 $ 300,000
Insurance $ 10,000 $ 10,000
Working Capital (1) $ 15,000 $ 230,000

Total $100,000 $ 725,000

(1) The Company may use working capital funds to pay the Company’s outstanding payroll taxes due
to the IRS.

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 FORWARD LOOKING STATEMENTS

All statements other than statements of historical facts included in this Memorandum, including
without limitation, statements regarding our future financial position, business strategy, projected costs
and plans, objectives of our management for future operations and projected financial data, are forward-
looking statements. In addition, forward-looking statements generally can be identified by, but are not
limited to, the use of forward-looking terminology such as “may,” “will,” “proposed,” “expect,” “intend,”
“estimate,” “anticipate,” “believe,” or “continue” or the negative thereof or variations thereon or similar
terminology. Although we believe that the expectations reflected in such forward-looking statements are
reasonable, we cannot assure you that such expectations will prove to have been correct. Such statements
involve certain known and unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from the forward-looking statements.
Important factors that could cause actual results to differ materially from our expectations are disclosed
under “Risk Factors” and elsewhere in this Memorandum, including without limitation, in conjunction
with the forward-looking statements included in this Memorandum. Also, subsequent written and oral
forward-looking statements attributable to our company, or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements. We caution you not to place undue reliance on
these forward-looking statements, which speak only as of the date of this Memorandum.

DIVIDEND POLICY

We are obligated to pay an annual, cumulative dividend of 5% on our Series A Preferred Stock.
Such dividend cumulates, if not paid, and the Company cannot pay dividends on its common stock until
the Series A dividends have been paid (or funds have been set aside for their payment) in full. We have
not currently established any other series of preferred stock, but may do so in the future.

We may never declare or pay any dividends on our common stock. We currently expect to retain
future earnings, if any, for use in the operation and expansion of our business and do not currently
anticipate paying any cash dividends in the foreseeable future on our common stock.

CONVERSION POLICY

Our Series A Preferred Stock is convertible into common stock of the Company at a one to one
ratio, at the Series A Preferred Stockholders’ sole option, on or after August 1, 2006.

PREFERRED STOCK REDEMPTION POLICY

Our Series A Preferred Stock is subject to redemption by the Company, no later than August 1,
2011 and is redeemed automatically upon an initial public offering, merger or sale of substantially all the
assets, in both instances at a redemption price equal to par value of the initial investment.

COMMON STOCK REPURCHASE POLICY

Our Common Stock will by repurchased by the Company according to the following repurchase
policy: At the end of each calendar year, Denver Mountain Express board of directors will set aside
available funds for the repurchase of common stock. The repurchase price will be determined by a
multiple of 1.25 times annual revenue. Annual revenue will be confirmed by an independent audit of the
Company’s year-end financial statements. Each shareholder will then be given the option to sell shares at
the predetermined share price. Shares will be repurchased on a prorated basis until either all available
funds are expended or until all shareholder sales demand is met.

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 CAPITALIZATION

The following table sets forth (i) the actual capitalization of Denver Mountain Express as of
March 31, 2003, and (ii) the pro forma as adjusted capitalization of Denver Mountain Express after giving
effect to the sale of the maximum 200,000 shares of Preferred stock at $2.50 per share and the maximum
100,000 shares of Common stock at $2.25 per share in this placement.

Actual (1) Proforma As

Adjusted (1)

Total Liabilities $ 1,370,434.00 $ 1,070,434.00

Shareholders’ equity:

Common Stock, no par value per share;

2,000,000 shares authorized, 1,052,631 shares
issued and outstanding; 1,152,631 shares issued $ 100.00 $ 225,100.00
and outstanding after maximum placement
Preferred stock, no par value per share; 1,000,000
shares authorized, -0- shares issued and
outstanding; 200,000 shares issued and
outstanding after maximum placement $ -- $ 500.000.00
Additional paid-in capital $ 39,290.00 $ 39,290.00
Retained earnings (deficit) $ 180,010.08 $ 180,010.08
Total shareholders’ equity $ 260,626.30 $ 985,626.30
Total capitalization $ 1,631,060.30 $ 2,056,060.30

(1) Assets include intangible assets consisting of Colorado P.U.C. licenses and are valued as
follows: Metro Denver licenses valued at actual cost. Closing date of the purchase of the Metro
Denver licenses is expected to occur after final regulatory approval at the end of July 2003. DIA-
Eagle County license valued at actual lease purchase cost, and DIA-Summit County and downtown
Denver – Summit and Eagle Counties license values are estimated based on DIA – Eagle County
license actual purchase price.

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 BUSINESS

The Company was originally incorporated on July 30, 1999 in the state of Colorado under the
name Hotels of Denver Mountain Carrier, Inc. On June 6, 2000 the Company filed to d/b/a Denver
Mountain Express. On May 29, 2002 the Company changed its name to Denver Mountain Express, Inc.

General

Denver Mountain Express was founded by Jason D. Greenstein in the winter of 1998-1999 with
one sport utility vehicle running one run a day between Central Downtown Denver Luxury Hotels and the
major ski resorts along the I-70 corridor. By its fifth year of operation, the company expanded to over 20
vehicles, two offices, a ticket counter at DIA, over 90 employees, and service between Denver
International Airport, metropolitan Denver, Colorado Springs as well as service to all of the resort towns
along the central I-70 corridor as far west as Edwards.

Industry Information

The shuttle transportation market in Colorado is a closed, regulated market (i.e. there are
limitations to entry). Denver Mountain Express currently owns, leases or is in the process of purchasing
the state licenses to offer transportation services between DIA, downtown Denver, South Denver, Denver
West, Colorado Springs and Summit and Eagle counties. In addition to state licensure, companies can
also obtain a federal license to operate shuttle service if they operate on an interstate basis.

Denver Mountain Express competes in three distinct yet complementary markets: (1) shuttle
transportation between Denver International Airport (DIA) and the ski resorts and mountain communities
along the Interstate-70 corridor; (2) shuttle transportation between DIA and metro Denver including
downtown hotels, the Denver Tech Center, and residences throughout central and south Denver including
Highlands Ranch, Littleton and Ken Caryl Valley; and (3) shuttle transportation between DIA and the
Colorado Springs metro area including the Colorado Springs airport, Castle Rock, Castle Pines and all
points in between.

All three markets are subject to revenue seasonality. Mountain transportation generates the
majority of its revenue between the months of December and March while metro Denver and Colorado
Springs transportation has its strongest sales between the months of March and November. DME is the
only company with licenses to serve all markets and therefore has the ability to fully utilize company
assets and personnel on a year-round basis. There are also many marketing synergies between the three
markets that will lead to increased sales for the combined operations.

Pricing

The Company offers scheduled, per passenger pricing for an individual passenger based on the
passenger’s pick-up location and ultimate destination. In addition, our customers can opt to charter one of
our passenger vans for a flat, per vehicle fee. We also negotiate group rates and off-schedule pick-ups on
a case by case basis.

In an industry in which the number of competitors is limited by government regulation, we

believe that our pricing is highly competitive and offers our customers an excellent value.

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Sales and Marketing Strategies

The Company currently advertises and promotes its services through Internet search engines, on
DIA’s and various travel industry related web sites, through travel agents and tour operators, through the
concierge desks at hotels in downtown Denver, South Denver, Colorado Springs and the mountain resorts,
and in a variety of mountain resort publications. In addition, we advertise in local magazines, through
Chambers of Commerce and brochures/rack cards.

We currently maintain strategic alliances with various event marketing and promotional
companies. These companies are in the business of staging resort-related events. We offer free
transportation to the event promoters and participants in return for free advertising of our Company’s
name and services.

Customer Service

We offer our passengers a friendly, relaxed atmosphere. We employ professional, courteous

drivers who provide safe and reliable service. In addition, our passenger vans are impeccably maintained.
All of this allows our passengers to sit back, relax and enjoy the scenery.

One of our core objectives is to satisfy our customers and to meet or exceed their expectations.
As a result, our customers become advocates and spokesmen for our business, by talking to their friends
and others about us. We want to generate appreciation and loyalty from our customers by serving them
competently, efficiently and knowledgeably.

We currently operate our reservations system manually. One of the main goals we hope to
achieve over the next year is to establish an automated reservation system. This would enable us to
process our customers’ reservation needs more quickly and efficiently. By automating our reservations
system, our Denver office, Denver International Airport ticket counter, Colorado Springs operations and
Frisco office will be better able to coordinate the scheduling of customers. Once our system is automated,
our next goal will be to merge our automated system with on-line reservation capacity. This would allow
our customers to directly book their transportation service on the Internet at the same time they are
booking their travel plans.

Facilities

Denver Mountain Express maintains two office locations, one in downtown Denver and one in
Frisco. Both spaces are leased on a monthly basis. We also lease a ticket counter in the main terminal of
Denver International Airport.

Litigation

Denver Mountain Express is currently involved in litigation with a former employee regarding
workers’ compensation benefits/claims as a result of two separate vehicle accidents such employee was
involved in while acting on the job. At the time of such accidents, Denver Mountain Express did not have
the required workers’ compensation coverage in place. Denver Mountain Express has retained counsel
and is attempting to settle this action. If not settled in a lump sum manner, the expected liability is $3,000
per month until the employee is determined to be fit to work.

Denver Mountain Express is not a party to any other litigation and is not aware of any threatened
or pending legal proceeding that would have a material adverse effect on its business, operations or
financial condition.
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 MANAGEMENT

Executive Officers and Directors

The following table details certain information regarding Denver Mountain Express’ executive
officers and directors:

Name Age Offices

Jason Greenstein 36 Founder, President, Secretary and

Chairman of the Board

Noel Culberson 36 Chief Financial Officer, Chief Operating

Officer and Director

Jason Greenstein, Founder, President, Secretary and Chairman of the Board. Mr. Greenstein
graduated from the Occidental College in 1989 with a B.S. in Political Science, from the American
Graduate School of International Management (Thunderbird) in 1995 with an MBA in International
Business and has completed all required courses at the University of Denver College of Law for his law
degree. Prior to founding Denver Mountain Express, Mr. Greenstein held sales positions with
Voicestream Wireless and Forever Living Products. In addition he assisted in the opening of a sales office
in Mexico City for L.A. Gear. For the past several years, Mr. Greenstein has focused his efforts on
building Denver Mountain Express.

Noel Culberson, Chief Financial Officer, Chief Operating Officer and Director. Mr. Culberson
graduated from the University of California, Berkley in 1989 with a BA in Economics and from the Amos
Tuck School of Business Administration at Dartmouth College in 1995 with an MBA. He has received
the Chartered Financial Analyst designation from the Association of Investment Management and
Research. From 1990 through 1993, Mr. Culberson worked as an Investment Banking Analyst with
Kelling, Northcross & Nobriga, Inc. From 1995 through 2000, he worked as a Senior Investment Analyst
with Charles Schwab Investment Management where he was responsible for the credit research and
securities trading for ten fixed income mutual funds with over $16 billion in assets. Mr. Culberson joined
Denver Mountain Express in November 2001.

Board of Directors

Denver Mountain Express’ Bylaws provide that Denver Mountain Express’ Board of Directors be
composed of not less than one or more than 9 directors. Denver Mountain Express currently has two
directors, Jason Greenstein and Noel Culberson.

Director Compensation

Non-employee director compensation, if any, will be determined at a future date.

Indemnification and Limitation of Liability of Directors and Officers

The Company shall indemnify, to the fullest extent permitted by law, any person who is or was a
director or officer of the Company, against any claim, liability or expense arising against or incurred by
such person made party to a proceeding because he is or was a director or officer of the Company.

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Executive Compensation

The table below details the compensation Denver Mountain Express paid to its executive officers
during fiscal 2002.

Name Year Salary (1)

Jason Greenstein 2002 $58,500

Noel Culberson 2002 $58,500

Future compensation is subject to annual adjustments at the sole discretion of the Board of
Directors.

(1) Mr. Greenstein and Mr. Culberson did not draw their full salary during 2002.

15
 PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding beneficial ownership of Denver
Mountain Express’s Common Stock as of June 30, 2003.

Shares beneficially owned

Name prior to offering
Number Percent
Jason Greenstein 800,000 76%

Noel Culberson 200,000 19%

Fortunato Martinez 52,631 5%

There are currently no shares of Preferred Stock issued and outstanding.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of Denver Mountain Express consists of 2,000,000 shares of
Common Stock, no par value and 1,000,000 shares of Preferred Stock, no par value. There are currently
1,052,631 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and
outstanding. Upon consummation of this placement, 40,000 shares of Series A Preferred Stock and
1,052,631 shares of Common Stock will be issued and outstanding assuming completion of the minimum
placement. Assuming completion of the maximum placement, 200,000 shares of Series A Preferred
Stock and 1,152,631 shares of Common Stock will be issued and outstanding.

The holders of Common Stock are entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders. Our Articles of Incorporation deny cumulative voting rights in the
election of directors. Accordingly, holders of a majority of the shares of Common Stock entitled to vote
in any election of directors may elect all of the directors standing for election. Holders of Common
Stock are entitled to participate ratably in dividends if, as and when declared by the Board of Directors
out of funds legally available and after the payment of Preferred Stock preferences. See “Dividend
Policy.” In the event of a liquidation, dissolution or winding up of Denver Mountain Express, holders of
Common Stock are entitled to share ratably in the assets remaining after payment of liabilities and
preferences of Preferred Stock holders. Holders of Common Stock have no preemptive, conversion or
redemption rights. All of the outstanding shares of Common Stock are, and the Preferred Shares to be
sold in this placement when issued and paid for will be, fully paid and non-assessable.

The holders of the Preferred Stock are not entitled to any voting rights. These holders are entitled
to an annual cumulative dividend. See “Dividend Policy”. In the event of liquidation, dissolution or
winding up of Denver Mountain Express, holders of Preferred Stock shall be entitled to receive their
unpaid cumulative dividends prior to any payments to the owners of the Common Stock. Once the
holders of the Preferred Stock have received their unpaid cumulative dividends they shall be entitled to
share ratably, with the Common Stock holders, in the assets remaining after payment of liabilities.

PLAN OF DISTRIBUTION

Denver Mountain Express will offer the Preferred Stock through its officers and directors and on
a 40,000 Share minimum, 200,000 Share maximum “best efforts” basis. Denver Mountain Express will
also offer the Common Stock through its officers and directors and on a 0 Share minimum, 100,000 Share

16
maximum “best efforts” basis. After the minimum number of Preferred Shares are sold, but prior to
August 31, 2003, an interim closing will be held and the offering will continue until the earlier of
September 30, 2003, subject to an extension in the sole discretion of Denver Mountain Express without
notice to investors who have already subscribed, or the sale of all the Preferred Shares offered hereby (the
“Termination Date”). The final closing will be held within ten (10) days after the Termination Date.

All funds received with respect to subscriptions for the first 40,000 Preferred Shares will be
promptly placed in a bank account. In the event 40,000 Preferred Shares are not subscribed for during the
placement period, all funds will be promptly returned in full to subscribers without deduction or interest.
In the event the minimum number of shares of Preferred Stock are subscribed for during the placement
period, funds received therefrom, will be forwarded to Denver Mountain Express against delivery of
certificates representing 40,000 Shares of Preferred Stock. Funds received upon the sale of Common
Stock and Preferred Stock in excess of 40,000 Shares of Preferred Stock during the remainder of the
placement period will not be subject to any escrow or refund provisions and will be forwarded to Denver
Mountain Express, against delivery of certificates representing such additional Common Stock or
Preferred Stock at a closing to be held within ten days of the expiration of the placement period or, if the
maximum amount of Common Stock or Preferred Stock is sold, within ten days of completion of such
sale.

Management of Denver Mountain Express may purchase Preferred Stock and or Common Stock
in this placement. Although such purchases may be made for the express purpose of insuring that at least
40,000 Shares of Preferred Stock are sold in the placement, none of the proceeds of the placement will be
used directly or indirectly for the purpose of reimbursing management the amount of the cost of their
purchase. All such purchases will be made for investment purposes and will be upon the same terms as
purchases by subscribers not affiliated with Denver Mountain Express.

There is no public market for the Preferred Stock or Common Stock of Denver Mountain
Express. Consequently, the price of the Preferred Stock and Common Stock offered hereby has been
determined by Denver Mountain Express based upon a number of factors, including the prospects of
Denver Mountain Express and the industry in which it competes, assessments of Denver Mountain
Express’ management, and the prospects for future earnings of Denver Mountain Express. The price
should not, however, be considered as an indication of the actual value of the Preferred Stock offered
hereby. Because there is no market for the Preferred Stock, there can be no assurance the Preferred Stock
may be sold or resold in the future at the placement price or at any other price.

17
 TERMS OF OFFERING

Plan of Placement

The Shares are being offered through this Memorandum without registration under the Securities
Act pursuant to the exemption from the registration requirements of such Securities Act provided by
Section 4(2) thereof and Rule 505 of Regulation D promulgated thereunder. Denver Mountain Express
will also rely upon exemptions from registration under applicable State securities laws. Denver Mountain
Express plans to sell Shares to both “accredited” and “non-accredited” investors.

Qualified Purchasers

In order for Denver Mountain Express to qualify its offering as a Rule 505 offering, it may sell
Shares to any number of “Accredited Investors,” as such term is defined in Rule 501 (a) of Regulation D
and up to 35 “non-accredited” investors.

General Suitability Standards

Shares will be sold only to a person: (i) who makes a minimum purchase of 10,000 shares of
Preferred Stock or Common Stock or an aggregate of $25,000 for Preferred Stock and $22,500 for
Common Stock, unless Denver Mountain Express, in its sole discretion, permits the purchase of fewer
Shares; (ii) who represents in writing that he qualifies as an Accredited Investor or has such knowledge
and experience in financial and business matters that he is capable of evaluating the merits and risks of
the prospective investment (investors will also be required to provide Denver Mountain Express with any
additional information or documentation that may be required to verify such qualification); (iii) who
represents that he has been furnished and has carefully read and relied solely on the information contained
in this Memorandum, including all exhibits, amendments and supplements hereto; and (iv) who has no
need for liquidity with respect to his investment in the Shares and is capable of suffering the loss of his
entire investment in any Shares purchased.

Accredited Investors

Accredited Investors are those investors who meet at least one of the following standards or
others set forth in Rule 501(a) of Regulation D, which are described in more detail in the Subscription
Agreement that accompanies this Memorandum.

(a) $1,000,000 Net Worth. The investor is a natural person and his net worth (i.e., total assets minus total
liabilities), either individually or jointly with his spouse, exceeds $1,000,000 at the time of his purchase,
inclusive of home, home furnishings and automobiles.

(b) $200,000 Income. The investor is a natural person who has had individual income1 from all sources
(without including any income of his spouse unless such spouse is a co-purchaser) in excess of $200,000
in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in

11 “Individual income” means adjusted gross income, as reported for federal income tax purposes, less any income attributable to
a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a
spouse or to property owned by a spouse unless such spouse is a co-purchaser): (i) the amount of any interest income received
which is tax-exempt under Section 103 of the Internal Revenue Code (the “Code”), (ii) the amount of losses claimed as a limited
partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed for depletion under Section
611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at
adjusted gross income pursuant to the provisions of Section 1202 of the Code.
18
each of those years and has a reasonable expectation of reaching the same level of income in the current
year.

(c) Partnership, Corporate or Other Entity Investor. In general, a partnership, corporation or

unincorporated association is deemed to be an Accredited Investor if: (i) all of the equity owners of that
entity are Accredited Investors under subparagraph (a) or (b) above, or (ii) the entity has assets in excess
of $5,000,000 and it was not formed for the specific purpose of acquiring the Shares.

(d) Employee Benefit Plan Investors. In general, a qualified employee benefit plan or trust will qualify
as an Accredited Investor if: (i) the entity is an employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, and the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of such Act which is a registered investment advisor, bank or insurance company
or (ii) the entity is a qualified employee benefit plan which provides for self-directed investments by the
plan participants and the purchase of the Shares is made pursuant to an exercise by a plan participant, who
is an Accredited Investor, with power to direct the investments of his interest in the plan.

(e) Certain Trusts. In general, a trust will qualify as an Accredited Investor if: (i) the trust is revocable
and each person with the power to revoke the trust qualifies as an Accredited Investor under subparagraph
(a) or (b) above; or (ii) the trust has total assets in excess of $5,000,000, was not formed for the specific
purpose of acquiring the Shares offered and the purchase of the Shares by the trust is directed by a person
who has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of the investment.

(f) Certain Institutional Investors. The institutional investors enumerated in Rule 501 (a) of Regulation
D are also Accredited Investors.

The foregoing standards may be subject to further conditions imposed under the securities laws of
certain States. Investors may consult with Denver Mountain Express for further information regarding
applicable standards.

THE CONFIDENTIAL INVESTOR QUESTIONNAIRES INCLUDE CERTAIN

REPRESENTATIONS OF THE INVESTOR UPON WHICH DENVER MOUNTAIN EXPRESS
WILL RELY. THE MATERIAL INACCURACY OF ANY SUCH REPRESENTATION, AS IT
APPLIES TO ANY INVESTOR, COULD RESULT IN LEGAL LIABILITY OF THAT
INVESTOR.

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 APPENDIX A: FINANCIAL STATEMENTS

Profit and Loss Statements for the years ended December 31, 2000, 2001
and 2002 and three months ended March 31, 2003

Balance Sheets for the years ended December 31, 2000, 2001 and 2002
and three months ended March 31, 2003

F-1