SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* AirNet Holdings Inc (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE (Street) MIAMI FL 33131 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/31/2008	3. Issuer Name and Ticker or Trading Symbol AIRNET SYSTEMS INC [ ANS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,934,137	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* AirNet Holdings Inc (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bayside AirNet Holdings, Inc. (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AirNet Acquisition LLC (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

Remarks:

This statement is being filed by AirNet Holdings, Inc. ("AirNet Holdings"), a Delaware corporation, AirNet Acquisition, LLC ("AirNet Acquisition"), a Delaware limited liability company, and Bayside AirNet Holdings, Inc. ("Bayside AirNet Holdings"), a Delaware corporation. AirNet Holdings is a subsidiary of AirNet Acquisition. Bayside AirNet Holdings owns all of the voting equity of AirNet Acquisition and, therefore, Bayside AirNet Holdings may be deemed to have sole voting and investment power with respect to securities held by AirNet Acquisition, which has sole voting and investment power with respect to securities held by AirNet Holdings. The principal business address of the AirNet Holdings, AirNet Acquisition, and Bayside AirNet Holdings is 1001 Brickell Bay Drive, Miami, Florida 33131

	/s/ John Caple	04/10/2008
	/s/ John Caple	04/10/2008
	/s/ John Caple	04/10/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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