Airnet Systems Inc - Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	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.
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