AIRNET SYSTEMS INC.

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 ^*
CHADWICK JAMES M
2. Date of Event Requiring Statement (MM/DD/YYYY) 7/20/2005
3. Issuer Name and Ticker or Trading Symbol
AIRNET SYSTEMS INC [ANS]

(Last)        (First)        (Middle)
12760 HIGH BLUFF DRIVE, SUITE 240
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director                                _____ 10% Owner
_____ Officer (give title below)                _____ Other (specify below)

(Street)
SAN DIEGO, CA 92130

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

6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ 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 487800 I See Footnote (1) ⁽¹⁾

Common Stock 34800 I See Footnote (2) ⁽²⁾

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

Director Stock Option (Right to Buy) ⁽³⁾ ⁽³⁾ Common Stock 20000 $4.26 D

Explanation of Responses:

( 1) Management Agreement related to these shares owned by Opportunity Partners, L.P. pursuant to which Mr. Chadwick receives a performance fee based on the investment performance of these shares.

( 2) Management Agreement related to these shares owned by Nadel and Gussman Combined Funds LLC pursuant to which Mr. Chadwick receives a performance fee based on the investment performance of these shares.

( 3) Options vest 20% on date of grant, July 20, 2005, and 20% on each of the first through fourth anniversaries of the date of grant. Options terminate on the earlier of (i) three months after the date on which Mr. Chadwick ceases to be a director of AirNet Systems, Inc. and (ii) July 20, 2015.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

CHADWICK JAMES M
12760 HIGH BLUFF DRIVE
SUITE 240
SAN DIEGO, CA 92130 X

Signatures

/s/ James M. Chadwick 7/28/2005

^** 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.

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	487800	I	See Footnote (1) ⁽¹⁾
Common Stock	34800	I	See Footnote (2) ⁽²⁾

*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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Director Stock Option (Right to Buy)	⁽³⁾	⁽³⁾	Common Stock	20000	$4.26	D

Explanation of Responses:
( 1)	Management Agreement related to these shares owned by Opportunity Partners, L.P. pursuant to which Mr. Chadwick receives a performance fee based on the investment performance of these shares.
( 2)	Management Agreement related to these shares owned by Nadel and Gussman Combined Funds LLC pursuant to which Mr. Chadwick receives a performance fee based on the investment performance of these shares.
( 3)	Options vest 20% on date of grant, July 20, 2005, and 20% on each of the first through fourth anniversaries of the date of grant. Options terminate on the earlier of (i) three months after the date on which Mr. Chadwick ceases to be a director of AirNet Systems, Inc. and (ii) July 20, 2015.

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.