EX-25 5 formt-1.htm STATEMENT OF ELIGIBILITY AND QUALIFICATION ON FORM T-1 OF US BANK NATIONAL ASSOCIATION, AS TRUSTEE UNDER THE INDENTURE TO BE QUALIFIED.

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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.

800 Nicollet Mall Minneapolis, Minnesota | 55402
(Address of principal executive offices) | (Zip Code)

Mary Ambriz-Reyes
U.S. Bank National Association
101 N. First Avenue, Suite 1600
Phoenix, AZ 85003
(602) 257-5430

(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 or organization) | (I.R.S. Employer Identification No.)

410 N 44th Street, Ste 700 Phoenix, AZ | 85008
(Address of Principal Executive Offices) | (Zip Code)

8% Notes (Series A)
8% Notes (Series B)
US Airways Notes
Management Notes
(Title of the Indenture Securities)

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, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

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 December 31, 2010 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

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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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Phoenix, State of Arizona on the 25th of February, 2011.

By: /s/ Mary Ambriz-Reyes
Mary Ambriz-Reyes
Vice President

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Exhibit 2

4

Exhibit 3

5

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: February 25, 2011

By: /s/ Mary Ambriz-Reyes
Mary Ambriz-Reyes
Vice President

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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2010

($000's)

|  | 12/31/2010
Assets |  |
Cash and Balances Due From Depository Institutions | $ | 14,487,388
Securities |  | 51,308,254
Federal Funds |  | 4,252,675
Loans & Lease Financing Receivables |  | 191,819,118
Fixed Assets |  | 5,282,543
Intangible Assets |  | 13,055,167
Other Assets |  | 22,054,399
Total Assets | $ | 302,259,544
Liabilities |  |
Deposits | $ | 211,417,189
Fed Funds |  | 9,951,510
Treasury Demand Notes |  | -
Trading Liabilities |  | 524,005
Other Borrowed Money |  | 33,939,855
Acceptances |  | -
Subordinated Notes and Debentures |  | 7,760,721
Other Liabilities |  | 7,839,191
Total Liabilities |  | 271,432,471
Equity |  |
Minority Interest in Subsidiaries |  | 1,736,480
Common and Preferred Stock |  | 18,200
Surplus |  | 14,136,872
Undivided Profits |  | 14,935,521
Total Equity Capital |  | 30,827,073
Total Liabilities and Equity Capital | $ | 302,259,544

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