<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>6
<FILENAME>p68212exv25w1.txt
<DESCRIPTION>EX-25.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 25.1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

             -------------------------------------------------------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

        180 East Fifth Street
         St. Paul, Minnesota                                    55101
----------------------------------------                      ----------
(Address of principal executive offices)                      (Zip Code)

                                 DONALD E. SMITH
                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6561

            (Name, address and telephone number of agent for service)

                              MESA AIR GROUP, INC.
                     (Issuer with respect to the Securities)

                    NEVADA                                   85-0302351
---------------------------------------------   -------------------------------
(State or other jurisdiction of incorporation   (I.R.S. Employer Identification
              or organization)                                  No.)

  410 NORTH 44TH ST.-SUITE 400, PHOENIX, AZ                     85008
  ------------------------------------------                  ----------
   (Address of Principal Executive Offices)                   (Zip Code)

                        SENIOR CONVERTIBLE NOTES DUE 2023
                       (TITLE OF THE INDENTURE SECURITIES)

================================================================================

<PAGE>

                                    FORM T-1

ITEM 1.  GENERAL INFORMATION. Furnish the following information as to the
         Trustee.

         a)  Name and address of each examining or supervising authority to
             which it is subject.
                           Comptroller of the Currency
                           Washington, D.C.

         b)  Whether it is authorized to exercise corporate trust powers.
                           Yes

ITEM 2.  AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
         Trustee, describe each such affiliation.
             None

ITEMS 3-15   Items 3-15 are not applicable because to the best of the Trustee's
             knowledge, the obligor is not in default under any Indenture for
             which the Trustee acts as Trustee.

ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
         statement of eligibility and qualification.

         1.  A copy of the Articles of Association of the Trustee.*

         2.  A copy of the certificate of authority of the Trustee to commence
             business.*

         3.  A copy of the certificate of authority of the Trustee to exercise
             corporate trust powers.*

         4.  A copy of the existing bylaws of the Trustee.*

         5.  A copy of each Indenture referred to in Item 4. Not applicable.

         6.  The consent of the Trustee required by Section 321(b) of the Trust
             Indenture Act of 1939, attached as Exhibit 6.

         7.  Report of Condition of the Trustee as of JUNE 30, 2003, published
             pursuant to law or the requirements of its supervising or examining
             authority, Attached as Exhibit 7.

         8.  A copy of any order pursuant to which the foreign trustee is
             authorized to act as sole trustee under indentures qualified or to
             be qualified under the Act: Not applicable.

* Incorporated by reference to Registration Number 333-67188 dated November 16,
  2001.

                                        2
<PAGE>

                                      NOTE

         The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Boston,
Commonwealth of Massachusetts on the 2nd DAY OF SEPTEMBER 2003.

                                            U.S. BANK NATIONAL ASSOCIATION

                                            By: /s/ DONALD E. SMITH
                                                ---------------------------
                                                DONALD E. SMITH
                                                VICE PRESIDENT

                                        3
<PAGE>

                                    EXHIBIT 6

                                     CONSENT

         In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

DATED: SEPTEMBER 2, 2003

                                            U.S. BANK NATIONAL ASSOCIATION

                                            By: /s/ Donald E. Smith
                                                ---------------------------
                                                Donald E. Smith
                                                Vice President

                                        4
<PAGE>

                                    EXHIBIT 7
                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 6/30/2003

                                    ($000's)

<TABLE>
<CAPTION>
                                                                   6/30/2003
                                                                   ---------
<S>                                                               <C>
ASSETS
     Cash and Due From Depository Institutions                    $ 11,987,100
     Federal Reserve Stock                                                   0
     Securities                                                     35,336,411
     Federal Funds                                                   4,955,134
     Loans & Lease Financing Receivables                           114,857,237
     Fixed Assets                                                    1,864,465
     Intangible Assets                                               8,860,492
     Other Assets                                                    8,735,830
                                                                  ------------
         TOTAL ASSETS                                             $186,596,669

LIABILITIES
     Deposits                                                     $132,461,590
     Fed Funds                                                       5,061,915
     Treasury Demand Notes                                                   0
     Trading Liabilities                                               303,140
     Other Borrowed Money                                           20,320,775
     Acceptances                                                       150,586
     Subordinated Notes and Debentures                               6,326,523
     Other Liabilities                                               5,864,946
                                                                  ------------
     TOTAL LIABILITIES                                            $170,489,475

EQUITY
     Minority Interest in Subsidiaries                            $    999,216
     Common and Preferred Stock                                         18,200
     Surplus                                                        11,015,123
     Undivided Profits                                               8,370,138
                                                                  ------------
         TOTAL EQUITY CAPITAL                                     $ 20,402,677

TOTAL LIABILITIES AND EQUITY CAPITAL                              $190,892,152
</TABLE>

------------------
To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

                                        5

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