FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

AirNet Holdings Inc

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/31/2008 

3. Issuer Name and Ticker or Trading Symbol

AIRNET SYSTEMS INC [ANS]

(Last)        (First)        (Middle)

1001 BRICKELL BAY DRIVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

MIAMI, FL 33131       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   1934137   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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

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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
AirNet Holdings Inc
1001 BRICKELL BAY DRIVE
MIAMI, FL 33131
X

Bayside AirNet Holdings, Inc.
1001 BRICKELL BAY DRIVE
MIAMI, FL 33131
X

AirNet Acquisition LLC
1001 BRICKELL BAY DRIVE
MIAMI, FL 33131
X


Signatures
/s/ John Caple 4/10/2008
** Signature of Reporting Person Date

/s/ John Caple 4/10/2008
** Signature of Reporting Person Date

/s/ John Caple 4/10/2008
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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