8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2005

AirNet Systems, Inc.

(Exact name of registrant as specified in its charter)

Ohio	001-13025	31-1458309
(State or other jurisdiction of incorporation)	(Commission FileNumber)	(IRS Employer Identification No.)

7250 Star Check Drive, Columbus, Ohio 43217

(Address of principal executive offices) (Zip Code)

(614) 409-4900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 3 – Securities and Trading Markets

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     On August 1, 2005, AirNet Systems, Inc. (the “Company”) received notification from the New York Stock Exchange (“NYSE”) stating that a review of the Company’s current financial condition shows that it is below the recently increased criteria for continued listing. In accordance with the applicable NYSE rules, the Company intends to file a response with the NYSE requesting an extension of time to permit completion of AirNet’s previously-announced marketing process, which was initiated in May 2005 and is being led by Brown Gibbons Lang & Company.

     Based on the NYSE’s review, the Company is not in compliance with the applicable rules from Sections 801 and 802 of the NYSE Listed Company Manual, which may lead to the Company’s common shares being de-listed from the NYSE. Specifically, the Company is “below criteria” because the Company’s total market capitalization is less than $75 million over a 30 trading-day period and its shareholders’ equity is less than $75 million. Beginning August 8, 2005, the NYSE will make available on its consolidated tape an indicator, “.BC,” to reflect the Company is below the NYSE’s quantitative continued listing standards.

     On August 5, 2005, the Company issued a press release regarding the notification from NYSE and stating that the Company plans to ask the NYSE to postpone actions that would lead to de-listing the Company’s common shares for a period of time sufficient to allow the Company to determine the outcome of its marketing process. A copy of the press release is filed herewith as Exhibit 99.1 hereto and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) and (b): Not Applicable

(c) Exhibits: The following exhibit is being filed with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	News Release issued by AirNet Systems, Inc. on August 5, 2005

[Remainder of page intentionally left blank;
signature on following page.]

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AIRNET SYSTEMS, INC.
Dated: August 5, 2005	By:	/s/ Gary W. Qualmann
		Gary W. Qualmann Chief Financial Officer, Treasurer and Secretary

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	News Release issued by AirNet Systems, Inc. on August 5, 2005

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
For additional information contact:
AirNet Systems, Inc.
Gary Qualmann
(614) 409-4832
InvestQuest, Inc.
Bob Lentz
(614) 876-1900

AIRNET SYSTEMS, INC. RECEIVES LISTING NOTIFICATION FROM NYSE

     COLUMBUS, Ohio – August 5, 2005—AirNet Systems, Inc. (NYSE:ANS) today announced it received notification on August 1, 2005 from the New York Stock Exchange (“NYSE”) stating that a review of the Company’s current financial condition shows it is below the recently increased criteria for continued listing . In accordance with the applicable NYSE rules, the Company intends to file a response with the NYSE requesting an extension of time to permit completion of AirNet’s marketing process, which was initiated in May 2005.

     Based on the NYSE’s review, the Company is not in compliance with the applicable rules from Sections 801 and 802 of the NYSE Listed Company Manual, which may lead to its common shares being de-listed from the NYSE. Specifically, the Company is ‘below criteria’ because the Company’s total market capitalization is below $75 million for a 30 trading-day period and shareholders’ equity is less than $75 million.

     The Company plans to ask the NYSE to postpone actions that would lead to de-listing AirNet’s common shares for a period of time sufficient to allow the Company to determine the outcome of its marketing process.

About AirNet

     AirNet Systems, Inc. focuses its resources on providing value-added, time-critical aviation services to a diverse set of customers in the most service-intensive, cost-effective manner possible. AirNet operates an integrated national transportation network that provides expedited transportation services to banks and time-critical small package shippers nationwide. Jetride, Inc., a wholly-owned subsidiary, provides passenger charter services nationwide to individuals and businesses. As of March 31, 2005, the Company operated 130 aircraft located strategically throughout the United States. To find out more, visit AirNet’s website at www.airnet.com.

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