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As filed with the Securities and
    Exchange Commission on November 28, 2007
 Registration No. 333-
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form S-4
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
      Bristow Group Inc.*
 (Exact name of registrant as
    specified in its charter)
  Delaware

4522

72-0679819(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification No.)   2000 W. Sam Houston Pkwy. S.,
    Suite 1700
    Houston, Texas 77042(713) 267-7600

Randall A. Stafford
    Vice President and General Counsel,
    Corporate Secretary
    2000 W. Sam Houston Pkwy. S., Suite 1700
    Houston, Texas  77042
    (713) 267-7600(Address, including ZIP code,
    and telephone number,
    including area code, of the registrants principal
    executive offices)

(Name, address, including ZIP
    code, and telephone number,
    including area code, of agent for
    service)       Copy to:
  John D. Geddes
 Baker Botts L.L.P.
 910 Louisiana
 One Shell Plaza
 Houston, Texas 77002-4995
 (713) 229-1113
 Fax: (713)-229-2713
      Approximate date of commencement of proposed sale of the
    securities to the public:
  o
  o
  o
  CALCULATION
    OF REGISTRATION FEE
  Proposed Maximum


Proposed Maximum


Amount ofTitle of Each Class of


Amount to be


Offering Price


Offering


RegistrationSecurities to be Registered


Registered


per Unit(1)


Aggregate Price(1)


Fee(1)(2)71/2% Senior
    Notes due 2017


$350,000,000


100%


$350,000,000


$10,745Guarantees by certain subsidiaries of Bristow Group Inc.*











   (1)
    
    Estimated solely for the purpose of calculating the registration
    fee in accordance with Rule 457(f) of the Securities Act of
    1933.(2)
    
    Pursuant to Rule 457(n), no separate fee for the guarantees
    is payable because the guarantees relate to other securities
    that are being registered concurrently.*
    
    Includes certain subsidiaries of Bristow Group Inc. identified
    on the following pages.  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act or until the Registration Statement shall
    become effective on such date as the U.S. Securities and
    Exchange Commission, acting pursuant to said section 8(a),
    may determine.




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AIR LOGISTICS, L.L.C.
 (Exact name of registrant as
    specified in its charter)
  LOUISIANA(State or other jurisdiction
    of
    incorporation or organization)

72-1412904(I.R.S. Employer
    Identification Number)   AIR LOGISTICS OF ALASKA,
    INC.
 (Exact name of registrant as
    specified in its charter)
  ALASKA(State or other jurisdiction
    of
    incorporation or organization)

92-0048121(I.R.S. Employer
    Identification Number)   AIRLOG INTERNATIONAL,
    LTD.
 (Exact name of registrant as
    specified in its charter)
  DELAWARE(State or other jurisdiction
    of
    incorporation or organization)

72-0679819(I.R.S. Employer
    Identification Number)




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##### Table of Contents



The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and we are not soliciting any offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.  SUBJECT TO COMPLETION, DATED
    NOVEMBER 28, 2007
  PROSPECTUS
  $350,000,000
  
  Bristow Group Inc.
 Offer to Exchange
 registered
 71/2% Senior
    Notes due 2017
 for all outstanding
 71/2% Senior
    Notes due 2017
   Exchange
    Notes:
  
    will be freely tradable and otherwise substantially identical to
    the Outstanding Notes;
    will accrue interest at
    71/2%
    per annum, payable semiannually on each March 15 and
    September 15; and
    will not be listed on any securities exchange or on any
    automated dealer quotation system, but may be sold in the
    over-the-counter market, in negotiated transactions or through a
    combination of those methods.  The
    exchange offer:
  
    expires at 5:00 p.m., New York City time,
    on          ,          ,
    unless sooner terminated or extended; and
    is not conditioned upon any minimum principal amount of
    Outstanding Notes being tendered.  You
    should note that:
  
    we will exchange all Outstanding Notes that are validly tendered
    and not validly withdrawn for an equal principal amount of
    Exchange Notes that we have registered under the Securities Act
    of 1933;
    you may withdraw tenders of Outstanding Notes at any time prior
    to the expiration of the exchange offer;
    the exchange of Outstanding Notes for Exchange Notes in the
    exchange offer should not be a taxable event for
    U.S. federal income tax purposes; and
    the exchange offer is subject to customary conditions, which we
    may waive in our sole discretion.   Please consider carefully the risk factors beginning on
    page 17 of this prospectus before participating in the
    exchange offer.
      Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or determined if this prospectus is truthful or
    complete. Any representation to the contrary is a criminal
    offense.
      The date of this prospectus
    is          ,
    2007.




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##### 



This prospectus is part of a registration statement we filed
    with the Securities and Exchange Commission. You should rely
    only on the information we have provided or incorporated by
    reference in this prospectus. We have not authorized anyone to
    provide you with additional or different information. We are not
    making an offer of these securities in any jurisdiction where
    the offer is not permitted. You should assume that the
    information in this prospectus is accurate only as of the date
    on the front of this prospectus and that any information we have
    incorporated by reference is accurate only as of the date of the
    document incorporated by reference.
  
  TABLE OF
    CONTENTS
  WHERE YOU CAN FIND MORE INFORMATION


iSPECIAL NOTE REGARDING FORWARD-LOOKING
    STATEMENTS


iiPROSPECTUS SUMMARY


1RISK FACTORS


17PRIVATE PLACEMENTS


31USE OF PROCEEDS


31SELECTED HISTORICAL FINANCIAL INFORMATION


32DESCRIPTION OF OTHER INDEBTEDNESS


35THE EXCHANGE OFFER


38DESCRIPTION OF THE EXCHANGE NOTES


48BOOK-ENTRY, DELIVERY AND FORM


86CERTAIN UNITED STATES FEDERAL INCOME TAX
    CONSIDERATIONS


88PLAN OF DISTRIBUTION


93TRANSFER RESTRICTIONS ON OUTSTANDING NOTES


94LEGAL MATTERS


95INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


95Certificate of IncorporationBylawsOpinion of Baker Botts L.L.P.Statement re Computation of RatiosKPMG Awareness LetterSubsidiariesConsent of KPMG LLPPower of AttorneyStatement of Eligibility of TrusteeForm of Letter to Depository Trust Company ParticipantsForm of Letter to ClientForm of Notice of Guaranteed DeliveryForm of Letter of Transmittal    Each broker dealer that receives Exchange Notes pursuant to
    this exchange offer in exchange for securities acquired for its
    own account as a result of market making or other trading
    activities must acknowledge that it will deliver a prospectus in
    connection with any resale of such new securities. The letter of
    transmittal attached as an exhibit to the registration statement
    of which this prospectus forms a part states that by so
    acknowledging and by delivering a prospectus, a broker dealer
    will not be deemed to admit that it is an underwriter within the
    meaning of the Securities Act of 1933, as amended. This
    prospectus, as it may be amended or supplemented from time to
    time, may be used by such a broker dealer in connection with
    resales of such new securities. We have agreed that, starting on
    the date of the completion of the exchange offer to which this
    prospectus relates for up to 180 days following completion
    of the exchange offer (or such earlier date as eligible
    broker-dealers no longer own Exchange Notes), we will make this
    prospectus available to any broker dealer for use in connection
    with any such resale. See Plan of Distribution.
      WHERE
    YOU CAN FIND MORE INFORMATION
    1-800-SEC-0330 http://www.sec.gov http://www.bristowgroup.com
 i




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##### Table of Contents



No. 001-31617).
  
    our Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2007, which was filed
    with the SEC on May 22, 2007;
    our Quarterly Reports on
    Form 10-Q
    for the quarterly periods ended June 30 and September 30,
    2007, which were filed with the SEC on August 2 and
    November 5, 2007, respectively;
    our Current Reports on
    Form 8-K
    filed with the SEC on April 5 and 26, 2007; May 8 and 25, 2007;
    June 4 and 13, 2007; July 6 and 10, 2007; and November 13,
    2007.         (713) 267-7600
    SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
     ii




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##### Table of Contents




    the risks and uncertainties described under Risk
    Factors;
    the level of activity in the oil and natural gas industry is
    lower than anticipated;
    production-related activities become more sensitive to variances
    in commodity prices;
    the major oil companies do not continue to expand
    internationally;
    market conditions are weaker than anticipated;
    we are not able to re-deploy our aircraft to regions with the
    greater demand;
    we do not achieve the anticipated benefit of our fleet renewal
    program; and
    the outcome of the DOJ antitrust investigation, which is
    ongoing, has a greater than anticipated financial or business
    impact.   iii




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PROSPECTUS
    SUMMARY
  This summary highlights certain information contained
    elsewhere in this prospectus. This summary does not contain all
    of the information you should consider before deciding whether
    to participate in this exchange offer. You should carefully read
    the entire prospectus, and the documents incorporated by
    reference in their entirety, including Risk Factors,
    before deciding whether to participate in the exchange offer. We
    use the pronouns we, our and
    us and the terms Bristow Group and the
    Company to refer collectively to Bristow Group Inc.
    and its consolidated subsidiaries and affiliates, unless the
    context indicates otherwise. We also own interests in other
    entities that we do not consolidate for financial reporting
    purposes, which we refer to as unconsolidated affiliates.
    Bristow Group, Bristow Aviation Holdings Limited (Bristow
    Aviation), its consolidated subsidiaries and affiliates,
    and the unconsolidated affiliates are each separate
    corporations, limited liability companies or other legal
    entities, and our use of the terms we,
    our and us does not suggest that we have
    abandoned their separate identities or the legal protections
    given to them as separate legal entities. Our fiscal year ends
    March 31, and we refer to fiscal years based on the end of
    such period. For example, the fiscal year ended March 31,
    2007 is referred to as fiscal year 2007. Notes
    to Consolidated Financial Statements refers to the
    Notes to Consolidated Financial Statements for the fiscal
    years ended March 31, 2007, 2006 and 2005
    incorporated by reference.
  Overview
      ab initio
 1




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##### Table of Contents



Aircraft
    Fleet Expansion
 2




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##### Table of Contents



Form 10-K Form 10-Q
  Percentage ofAircraft in Consolidated Fleet


Revenue for theHelicopters


Fixed





Six Months EndedSmall


Medium


Large


Wing


Total


September 30, 2007Helicopter ServicesNorth America


134



28



4



1



167



23
%South and Central America


2



33



1







36



7
%Europe


1



10



39







50



34
%West Africa


12



27



2



7



48



15
%Southeast Asia


3



12



9







24



9
%Other International






13



10



3



26



4
%EH Centralized Operations






















1
%Bristow Academy


52











1



53



1
%Production Management(1)






















6
%Total(2)


204



123



65



12



404



100
%Aircraft not currently in fleet:On order(3)


6



10



16







32Under option






24



18







42     (1)
    
    On November 2, 2007 we sold our Production Management
    Services business.(2)
    
    Includes 12 aircraft held for sale.(3)
    
    Small aircraft on order include orders for 5 training aircraft.    OUR
    INDUSTRY
  Increased Demand for Helicopter Services.
  Limited Aircraft Supply.
 3




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##### Table of Contents



Aircraft Resale Market.
  Classes of Helicopters.
  OUR
    STRENGTHS
    
    We have a global footprint.We operate in 22
    countries and have the largest fleet of helicopters serving the
    offshore energy market in the world. We have the largest fleet
    in the U.S. Gulf of Mexico and also have a strong market
    position in other key markets, including the North Sea, Nigeria
    and Australia. This global footprint allows us to provide our
    offshore energy customers with consistent, high-quality service,
    reduces our exposure to any one market and provides us with
    flexibility in deploying our aircraft to the most attractive
    markets.
    We have a record of safe operations and operate a modern,
    well-maintained fleet.We have a record of safe
    operations, including fewer accidents per 100,000 flight hours
    over the past five years than the industry average for the
    U.S. Gulf of Mexico and the North Sea. We continuously
    maintain and improve the quality of the equipment that we
    operate and apply state-of-the-art safety technologies across
    our global organization. As of September 30, 2007, the
    average age of the helicopters in our consolidated fleet was
    approximately 15 years. The average age of our fleet has
    been reduced with the addition of 16 new aircraft in the six
    months ended September 30, 2007, and will be further
    reduced with the expected addition of 16 new aircraft in the
    second half of fiscal year 2008 and the periodic retirement of
    older aircraft.
    We have strong, long-term relationships with our
    customers.We have strong, long-term
    relationships with our customers, which include major,
    independent, international and national energy companies. We are
    the largest provider of helicopter services by revenue for the
    Shell Companies and the
 4




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##### Table of Contents



BP Group companies. In addition, we have entered into
    global agreements with ConocoPhillips and the BP Group that
    provide for information sharing regarding future aircraft
    requirements, coordination of our respective operations and
    business volume discount arrangements. Our close relationships
    with these companies have allowed us to expand our aircraft
    fleet by allowing us to identify specific projects that require
    new aircraft prior to committing capital for aircraft purchases.  
    We have a history of consistent revenue and Adjusted EBITDA
    growth.We have a history of consistent revenue
    growth, including 10.5% compounded annual growth rate over the
    past four fiscal years and 16.4% from the six months ended
    September 30, 2006 to the six months ended
    September 30, 2007. Our growth has translated into
    increases in Adjusted EBITDA (as defined under Summary
    Historical Financial Information) of 11.8% compounded
    annually over the past four fiscal years and a 41.3% increase
    from the six months ended September 30, 2008 to the six
    months ended September 30, 2007. The majority of our
    revenue is attributable to production activity. Our revenues are
    driven primarily by offshore operating expenses, which over the
    last twelve years have been relatively stable, including during
    a downturn in the energy industry. The ongoing nature of
    production work makes it less volatile than exploration and
    development work, which is more reactive to changes or expected
    changes in commodity prices. Accordingly, we have experienced
    less volatility in demand than other sectors of the energy
    services industry. In addition, most of our contracts provide
    that the customer will reimburse us for cost increases
    associated with the contract, including fuel cost increases.
    Lastly, our pricing structure, consisting of a fixed reservation
    fee plus additional fees for each hour flown, fixes a percentage
    of our revenue stream in the short-term, stabilizing the impact
    of short-term fluctuations in flight hours by customers.
    We have a strong balance sheet that provides financial
    flexibility.Pro forma for this offering, our
    balance-sheet debt as a percentage of total capital was 39.2% at
    September 30, 2007. Under our syndicated secured credit
    facilities, we have an undrawn $100 million revolving
    credit facility and $21.2 million available under a
    $25 million letter of credit facility as of the date of
    this prospectus. We believe that this capital structure provides
    us with the financial flexibility to pursue opportunities to
    grow our business, including through the aircraft fleet
    expansion program described above.
    We have significant asset coverage.Since a
    substantial portion of a helicopters value resides in its
    dynamic components, and these dynamic components are
    periodically overhauled, replaced or upgraded, our helicopters
    generally retain a high portion of their original value. Pro
    forma for application of net proceeds from this offering, net
    property, plant and equipment as of September 30, 2007 was
    $1,150.2 million. As of September 30, 2007, we had an
    additional $659.7 million in cash, accounts receivable and
    inventories, bringing our asset coverage ratio to approximately
    2.98x our pro forma long-term debt levels. If we experience a
    decline in demand for our helicopter services, this coverage
    allows us the option of actively managing our debt levels by
    monetizing a marginal amount of our helicopters and reducing our
    debt levels accordingly. Based on the relatively stable value of
    helicopters and their liquid aftermarket, we believe that the
    fair market value of these aircraft currently exceeds their book
    value, although future market conditions could vary.
    We have an experienced management team.Our
    management team has extensive experience in the energy services
    industry and helicopter services sector. We train each of these
    managers on our corporate values, including safety, quality,
    integrity and profitability, and their performance is evaluated
    using key performance indicators which directly link to those
    values. Our senior management team is composed of nine
    executives who have an average of 31 years of relevant
    experience.
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OUR
    STRATEGY
    
    Strategically position our company as the preferred provider
    of helicopter services.We position our company
    as the preferred provider of helicopter services by maintaining
    strong relationships with our customers and providing
    high-quality service. We focus on maintaining relationships with
    our customers local and corporate management. We believe
    that this focus helps us to provide our customers with the right
    aircraft in the right place at the right time and to better
    anticipate customer needs, which in turn allows us to better
    manage our fleet. We also leverage our close relationships with
    our customers to establish mutually beneficial operating
    practices and safety standards worldwide. By applying standard
    operating and safety practices across our global operations, we
    are able to provide our customers with consistent, high-quality
    service in each of their areas of operation. By better
    understanding our customers needs and by virtue of our
    global operations and safety standards, we have effectively
    competed against other helicopter service providers based on
    customer service, safety and reliability, and not just price.
    Integrate our global operations.  Beginning in
    fiscal year 2006, we identified and implemented a number of
    changes in our business to integrate our global organization,
    and we intend to continue to identify and implement further
    integration opportunities. These changes included changes in our
    senior management team, the integration of our operations among
    previously independently managed businesses, improvements in
    global asset allocation and other changes in our corporate
    operations. We anticipate that these improvements will result in
    revenue growth, and may also generate cost savings.
    Grow our business internationally.  We plan to
    grow our business in most of the markets in which we operate. We
    expect this growth to be particularly strong in international
    markets outside our three largest markets (U.S. Gulf of
    Mexico, North Sea and Nigeria), which represented 65% of our
    fiscal year 2007 revenues. Although we have a footprint in most
    major oil and gas producing regions of the world, we have the
    opportunity to expand and deepen our presence in many of these
    markets, for example Southeast Asia. We anticipate this growth
    to result primarily from the deployment of new aircraft into
    markets where we expect they will be most profitably employed,
    as well as by executing opportunistic acquisitions. Our
    acquisition-related growth may include increasing our role and
    participation with existing unconsolidated affiliates and may
    include increasing our position in existing markets or expanding
    into new markets.  1 2
  OUR
    CORPORATE OFFICES AND INTERNET ADDRESS
  (713) 267-7600. www.bristowgroup.com.
 6




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THE
    EXCHANGE OFFER
  1 2 1 2
    If you fail to exchange your
    Outstanding Notes for Exchange Notes in the exchange offer, the
    existing transfer restrictions will remain in effect and the
    market value of your Outstanding Notes likely will be adversely
    affected because of a smaller float and reduced liquidity.
  Expiration Date
    
    Unless sooner terminated, the exchange offer will expire at
    5:00 p.m., New York City time,
    on          ,
    or such later date and time to which we extend it.Withdrawal of Tenders
    
    You may withdraw your tender of Outstanding Notes at any time
    prior to the expiration date. We will return to you, without
    charge, promptly after the expiration or termination of the
    exchange offer any Outstanding Notes that you tendered but that
    were not accepted for exchange.Conditions to the Exchange Offer
    
    We will not be required to accept Outstanding Notes for exchange
    if, in our reasonable judgment, the exchange offer, or the
    making of any exchange by a holder of Outstanding Notes, would: violate applicable law or any applicable
    interpretation of the staff of the SEC; or be impaired by any action or proceeding that has
    been instituted or threatened in any court or by or before any
    governmental agency with respect to the exchange offer.The exchange offer is not conditioned upon any minimum aggregate
    principal amount of Outstanding Notes being tendered.Please read The Exchange Offer  Conditions to
    the Exchange Offer for more information about the
    conditions to the exchange offer.Procedures for Tendering Outstanding Notes
    
    If you wish to participate in the exchange offer, you must
    complete, sign and date the letter of transmittal that we are
    providing
 7




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with this prospectus and mail or deliver the letter of
    transmittal, together with the Outstanding Notes, to the
    exchange agent prior to the expiration date. If your Outstanding
    Notes are held through The Depository Trust Company (DTC),
    you may effect delivery of the Outstanding Notes by book-entry
    transfer.In the alternative, if your Outstanding Notes are held through
    DTC, you may participate in the exchange offer through
    DTCs automated tender offer program. If you tender under
    this program, you will agree to be bound by the letter of
    transmittal as though you had signed it.By signing or agreeing to be bound by the letter of transmittal,
    you will represent to us that, among other things: any Exchange Notes that you receive will be acquired
    in the ordinary course of your business; you have no arrangement or understanding with any
    person to participate in the distribution of the Outstanding
    Notes or the Exchange Notes within the meaning of the Securities
    Act of 1933; you are not our affiliate, as defined in
    Rule 405 of the Securities Act, or, if you are our
    affiliate, you will comply with the registration and prospectus
    delivery requirements of the Securities Act to the extent
    applicable; if you are not a broker-dealer, you are not engaged
    in, and do not intend to engage in, the distribution of the
    Exchange Notes; if you are a broker-dealer, you will receive
    Exchange Notes in exchange for Outstanding Notes that you
    acquired for your own account as a result of market-making
    activities or other trading activities, and you will deliver a
    prospectus in connection with any resale of such Exchange Notes; if you are a broker-dealer, you did not purchase the
    Outstanding Notes to be exchanged for the Exchange Notes from
    us; and you are not acting on behalf of any person who could
    not truthfully and completely make the foregoing representations.Special Procedures for Beneficial Owners
    
    If you own a beneficial interest in Outstanding Notes that are
    registered in the name of a broker, dealer, commercial bank,
    trust company or other nominee and you wish to tender the
    Outstanding Notes in the exchange offer, please contact the
    registered holder as soon as possible and instruct it to tender
    on your behalf and to comply with our instructions described in
    this prospectus.Guaranteed Delivery Procedures
    
    You must tender your Outstanding Notes according to the
    guaranteed delivery procedures described in The Exchange
    Offer  Guaranteed Delivery Procedures if any of
    the following apply: you wish to tender your Outstanding Notes but they
    are not immediately available;
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 you cannot deliver your Outstanding Notes, the
    letter of transmittal or any other required documents to the
    exchange agent prior to the expiration date; or you cannot comply with the applicable procedures
    under DTCs automated tender offer program prior to the
    expiration date.Consequences of Failure to Exchange Your Outstanding Notes
    
    Subject only to limited exceptions applicable to persons to whom
    the exchange offer is not available, if you do not exchange your
    Outstanding Notes in the exchange offer, you will no longer be
    entitled to registration rights. You will not be able to offer
    or sell the Outstanding Notes unless they are later registered,
    sold pursuant to an exemption from registration or sold in a
    transaction not subject to the Securities Act or state
    securities laws. Other than in connection with the exchange
    offer or as specified in the Registration Rights Agreement, we
    are not obligated to, nor do we currently anticipate that we
    will, register the Outstanding Notes under the Securities Act.
    See The Exchange Offer  Consequences of Failure
    to Exchange.United States Federal Income Tax Consequences
    
    We believe that the exchange of Outstanding Notes for Exchange
    Notes in the exchange offer should not be a taxable event for
    U.S. federal income tax purposes. Please read Certain
    United States Federal Income Tax Considerations.Use of Proceeds
    
    We will not receive any cash proceeds from the issuance of
    Exchange Notes in the exchange offer.Plan of Distribution
    
    All broker-dealers who receive Exchange Notes in the exchange
    offer have a prospectus delivery obligation. Based on SEC
    no-action letters, broker-dealers who acquired the Outstanding
    Notes as a result of
    market-making
    or other trading activities may use this exchange offer
    prospectus, as supplemented or amended, in connection with the
    resales of the Exchange Notes. We have agreed to make this
    prospectus available to any broker-dealer delivering a
    prospectus as required by law in connection with the resales of
    the Exchange Notes for up to 180 days following the
    completion of the exchange offer.Broker-dealers who acquired the Outstanding Notes from us may
    not rely on SEC staff interpretations in no-action letters and
    instead must comply with the registration and prospectus
    delivery requirements of the Securities Act, including being
    named as selling noteholders, in order to resell the Outstanding
    Notes or the Exchange Notes (or such earlier date as eligible
    broker-dealers no longer own Exchange Notes).
 9




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THE
    EXCHANGE AGENT
    U.S. Bank
    National Association
  1-800-934-6802
  By
    Overnight Delivery, Courier or Mail:
    (overnight delivery or courier recommended;
    if by mail, registered or certified mail
    recommended)
  60
    Livingston Avenue
    St. Paul, MN 55107
    Attention: Specialized Finance
  Registered
    or Certified Mail:
  60
    Livingston Avenue
    St. Paul, MN 55107
    Attention: Specialized Finance
  By
    Facsimile Transmission (eligible institutions
    only):
  651-495-8158
  Confirm by
    Telephone:
  1-800-934-6802
  TERMS OF
    THE EXCHANGE NOTES
    Issuer
    
    Bristow Group Inc.Exchange Notes Offered
    
    $350 million principal amount of registered
    71/2% Senior
    Notes due 2017.Maturity Date
    
    September 15, 2017.Interest Payments
    
    Interest will accrue on the Exchange Notes from
    September 15, 2007 and will be payable semi-annually, on
    each March 15 and September 15, with the first payment on
    March 15, 2008.Subsidiary Guarantees
    
    The Exchange Notes will initially be jointly and severally
    guaranteed on a senior unsecured basis by certain of our U.S.
    subsidiaries.Ranking and Subordination
    
    The Exchange Notes will be our unsecured senior obligations and
    will rank:
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##### Table of Contents



 equally in right of payment with our outstanding
    61/8% Senior
    Notes due 2013 and any of our and the guarantors future
    indebtedness; will be effectively subordinated to all of our and
    the guarantors existing and future secured indebtedness to
    the extent of the value of the collateral securing such
    indebtedness, including indebtedness under our credit
    facilities; and will rank senior to all of our and the
    guarantors existing and future subordinated indebtedness.In addition, the Exchange Notes will be effectively subordinated
    to the existing and future liabilities, including trade
    payables, of our non-guarantor subsidiaries. As of
    September 30, 2007, our non-guarantor subsidiaries had
    approximately $385.9 million of total liabilities
    (including trade payables but excluding intercompany liabilities
    and guarantees). Revenue related to our non-guarantor
    subsidiaries constituted 66% of our operating revenue during the
    six months ended September 30, 2007, and our non-guarantor
    subsidiaries held approximately 50% of our consolidated assets
    as of September 30, 2007.Optional Redemption
    
    We may redeem any of the Exchange Notes at any time on or after
    September 15, 2012, in whole or in part, in cash, at the
    redemption prices described in Description of the Exchange
    Notes  Optional Redemption, plus accrued and
    unpaid interest to the date of redemption.At any time prior to September 15, 2010, we may redeem up
    to 35% of the aggregate principal amount of the Exchange Notes
    issued under the indenture with the net proceeds of certain
    equity offerings at a redemption price equal to 107.5% of the
    principal amount of the Exchange Notes plus accrued and unpaid
    interest to the date of redemption. We may make that redemption
    only if, after the redemption, at least 65% of the aggregate
    principal amount of notes issued under the indenture (including
    the existing
    71/2% senior
    notes) remains outstanding.In addition, at any time prior to September 15, 2012, we
    may redeem all, but not less than all, of the Exchange Notes at
    a redemption price equal to the principal amount plus the
    Applicable Premium (as defined in Description of the
    Exchange Notes  Optional Redemption) and
    accrued and unpaid interest, if any, to the redemption date.Change of Control
    
    If we experience a Change of Control together with a Ratings
    Event (as defined under Description of the Exchange
    Notes  Repurchase at the Option of Holders), we
    will be required to make an offer to repurchase the outstanding
    Exchange Notes at a price equal to 101% of the principal amount
    thereof, plus accrued and unpaid interest to the date of
    repurchase.
 11




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##### Table of Contents



Certain Covenants
    
    The terms of the Exchange Notes will restrict our ability and
    the ability of our restricted subsidiaries to, among other
    things: incur additional indebtedness or issue preferred
    stock; pay dividends or make other distributions to our
    stockholders; purchase or redeem capital stock or subordinated
    indebtedness; make investments; create liens; incur restrictions on the ability of our restricted
    subsidiaries to pay dividends or make other payments to us; sell assets; consolidate or merge with or into other companies or
    transfer all or substantially all of our assets; and engage in transactions with affiliates.These limitations will be subject to a number of important
    qualifications and exceptions. See Description of the
    Exchange Notes  Certain Covenants. In addition,
    many of the covenants will terminate before the new notes mature
    if one or more of two specified ratings agencies assign the new
    notes investment grade ratings in the future and no event of
    default exists under the indenture. Any covenants that cease to
    apply to us as a result of achieving these ratings will not be
    restored, even if the credit rating assigned to the Exchange
    Notes later falls below these ratings. See Description of
    the Exchange Notes  Certain Investment Grade
    Covenants.  RISK
    FACTORS
 12




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##### Table of Contents



Summary
    Historical Financial Information
    Form 10-K Form 10-Q
  Six Months Ended September 30,


Fiscal Year Ended March 31,2007


2006


2007


2006


2005


2004


2003(In thousands, except ratios)Statement of Operations Data:(1)Total gross revenue(2)

$
518,338


$
445,271


$
897,861


$
768,940


$
673,646


$
617,001


$
601,550Direct cost(2)(3)

$
326,600


$
287,341


$
681,191


$
591,043


$
518,139


$
475,449


$
467,776Consolidated operating income(4)

$
80,465


$
61,921


$
115,303


$
73,795


$
77,608


$
88,725


$
65,366Earnings from unconsolidated affiliates, net


7,508



3,287



11,423



6,758



9,600



11,039



12,054Interest income(5)


6,247



2,359



8,950



4,159



3,188



1,689



1,523Interest expense


(9,456
)


(6,107
)


(10,940
)


(14,689
)


(15,665
)


(16,829
)


(14,904
)Loss on extinguishment of debt






















(6,205
)


Other income (expense), net(6)


786



(6,093
)


(8,998
)


4,612



(1,126
)


(7,810
)


(3,284
)Provision for income taxes(7)


(28,475
)


(18,271
)


(40,366
)


(16,607
)


(21,835
)


(19,402
)


(18,554
)Minority interest


(453
)


(792
)


(1,200
)


(219
)


(210
)


(1,382
)


(1,797
)Net income

$
56,622


$
36,304


$
74,172


$
57,809


$
51,560


$
49,825


$
40,404Balance Sheet Data:(1)Total cash and cash equivalents

$
276,439


$
268,275


$
184,188


$
122,482


$
146,440


$
85,679


$
56,800Working capital


502,221



421,337



368,006



283,337



270,747



235,691



101,082Total assets


1,899,243



1,469,142



1,505,803



1,176,413



1,149,576



1,046,828



906,031Total debt


557,335



260,543



259,082



265,296



262,080



255,534



232,818Stockholders investment


942,322



794,437



871,657



537,697



492,993



429,952



350,206Statement of Cash Flows Data:(1)Net cash provided by operating activities

$
43,498


$
48,699


$
104,430


$
39,265


$
104,473


$
83,331


$
62,387Net cash used in investing activities


(236,978
)


(99,966
)


(264,335
)


(54,180
)


(46,539
)


(62,582
)


(48,181
)Net cash provided by (used in) financing activities


283,262



195,259



215,682



(5,394
)


2,763



3,539



(1,109
)Other Financial Data:Adjusted EBITDA(8)

$
118,234


$
83,662


$
170,470


$
131,856


$
140,009


$
128,072


$
108,556Capital expenditures


221,095



108,556



304,776



154,262



90,023



67,855



55,031Ratio of Adjusted EBITDA to Adjusted Interest Expense(8)(9)


8.0
x


10.3
x


10.5
x


8.1
x


8.6
x


7.4
x


7.6
xRatio of total debt to Adjusted EBITDA(8)(10)


2.7
x


1.7
x


1.5
x


2.0
x


1.9
x


2.0
x


2.1
xDebt as a percentage of book capitalization(11)


37.0
%


24.6
%


22.8
%


32.9
%


34.5
%


36.8
%


38.8
%Ratio of earnings to fixed charges(12)


5.1
x


5.4
x


5.5
x


4.4
x


5.1
x


4.1
x


4.4
xHelicopters in fleet


404



332



345



331



320



332



335Average revenue per helicopter

$
1,283


$
1,341


$
2,602


$
2,323


$
2,105


$
1,858


$
1,796     (1)
    
    Amounts included Grasso, which was sold on November 2, 2007
    and will be classified as discontinued operations starting with
    the fiscal quarter ending December 31, 2007. Grasso had
    revenue and operating income of $32.6 million and
    $2.0 million, respectively, for the six months ended
    September 30, 2007.(2)
    
    Gross revenue includes reimbursable revenue of
    $49.5 million, $48.4 million, $95.9 million,
    $80.2 million, $64.7 million, $58.9 million and
    $51.0 million for the six months ended September 30,
    2007 and 2006 and for fiscal years 2007, 2006, 2005, 2004 and
    2003, respectively. Direct cost includes reimbursable expense of
    $47.0 million, $47.8 million, $94.7 million,
    $78.5 million, $63.3 million, $58.1 million and
 13




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##### Table of Contents



$50.5 million for the six months ended September 30,
    2007 and 2006 and for fiscal years 2007, 2006, 2005, 2004 and
    2003, respectively.(3)
    
    During the six months ended September 30, 2007, we reserved
    a $5.4 million accrual for sales tax contingency in Nigeria.(4)
    
    Includes professional fees in connection with the Internal
    Review and DOJ matter of $3.1 million, $5.0 million,
    $13.1 million and $2.2 million for the six months
    ended September 30, 2006 and for fiscal years 2007, 2006
    and 2005, respectively. During the six months ended
    September 30, 2007, we reversed $1.0 million of
    previously accrued settlement costs due to the fact that we
    settled the investigation with the SEC and incurred
    $0.5 million in professional fees in connection with the
    DOJ matter.(5)
    
    Includes interest income earned on cash balances generated
    through our 5.50% mandatory convertible preferred stock offering
    in September and October 2006 and the Outstanding Notes.(6)
    
    Includes foreign currency transaction gains of $0.7 million
    for the six months ended September 30, 2007 and losses of
    $6.1 million, $9.8 million, $1.3 million,
    $7.9 million and $2.9 million for the six months ended
    September 30, 2006, fiscal years 2007, 2005, 2004 and 2003,
    respectively, and foreign currency transaction gains of
    $5.4 million for fiscal year 2006. Includes a gain of
    $2.5 million recognized upon the sale of our 50% interest
    in a Brazilian joint venture during fiscal year 2007 and an
    impairment charge of $1.0 million recorded during fiscal
    year 2006 to reduce the recorded value of this investment, as we
    expected at that time that our investment would not be
    recoverable. Includes the expense of previously deferred
    acquisition costs of $1.9 million in fiscal year 2007.(7)
    
    Includes $2.5 million in additional tax expense during
    fiscal year 2007 recorded as a result of the sale of the assets
    of Turbo Engines, Inc. in December 2006 (See
    Managements Discussion and Analysis of Financial
    Condition and Results of Operating  Business Unit
    Operating Results  Fiscal Year 2007 Compared to
    Fiscal Year 2006  Helicopter Services 
    North America set forth in our Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2007, incorporated
    herein by reference.). Includes the impact of the reversal of
    reserves for tax contingencies of $0.9 million,
    $1.5 million, $3.4 million, $11.4 million,
    $3.7 million and $3.5 million in the six months ended
    September 30, 2007 and 2006 and fiscal years 2007, 2006,
    2005 and 2004, respectively in connection with the expiration of
    the related statutes of limitations.(8)
    
    Adjusted EBITDA means earnings before interest expense, taxes,
    depreciation and amortization, loss on extinguishment of debt
    and non-cash compensation adjusted for non-cash components of
    net income (minority interest in earnings and equity in earnings
    from unconsolidated affiliates (over) under dividends received).
    Adjusted EBITDA is not a measure of financial performance or
    liquidity under GAAP. Accordingly, it should not be considered
    as a substitute for net income, operating income, net cash
    provided by operating activities or any other operating or
    liquidity measure prepared in accordance with GAAP.
    Additionally, our Adjusted EBITDA computation may not be
    comparable to other similarly titled measures of other
    companies. We believe that Adjusted EBITDA and the ratios
    provide additional information regarding our ability to meet our
    future debt service, capital expenditures and working capital
    requirements. While we believe that Adjusted EBITDA may provide
    additional information with respect to our ability to meet our
    future debt service, capital expenditures and working capital
    requirements, certain functional or legal requirements of our
    business may require us to use our available funds for other
    purposes.
 14




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##### Table of Contents



Six Months Ended September 30,


Fiscal Year Ended March 31,2007


2006


2007


2006


2005


2004


2003(In thousands)Net income

$
56,622


$
36,304


$
74,172


$
57,809


$
51,560


$
49,825


$
40,404Add:Minority interest in earnings


453



792



1,200



219



210



1,382



1,797Interest expense


9,456



6,107



10,940



14,689



15,665



16,829



14,904Income tax


28,475



18,271



40,366



16,607



21,835



19,402



18,554Depreciation and amortization


23,768



21,020



42,643



42,256



40,693



39,543



37,664Loss on extinguishment of debt






















6,205



Non-cash compensation


3,689



2,138



4,903



613



244







Less:Equity in earnings from unconsolidated affiliates (over) under
    dividends received


(4,229
)


(970
)


(3,754
)


(337
)


9,802



(5,114
)


(4,767
)Adjusted EBITDA

$
118,234


$
83,662


$
170,470


$
131,856


$
140,009


$
128,072


$
108,556     Six Months Ended September 30,


Fiscal Year Ended March 31,2007


2006


2007


2006


2005


2004


2003(In thousands)Adjusted EBITDA

$
118,234


$
83,662


$
170,470


$
131,856


$
140,009


$
128,072


$
108,556Cash items (deducted from) added to Adjusted EBITDA:Current income tax


(14,636
)


(8,627
)


(20,383
)


(15,191
)


(19,995
)


(7,059
)


(23,083
)Interest expense


(9,456
)


(6,107
)


(10,940
)


(14,689
)


(15,665
)


(16,829
)


(14,904
)Losses (gains) on asset dispositions


170



(4,665
)


(10,618
)


(102
)


(8,039
)


(3,943
)


(3,734
)Loss on extinguishment of debt






















(6,205
)


Increase (decrease) in cash from:Accounts receivable


(29,400
)


(3,172
)


(1,428
)


(34,718
)


(8,612
)


10,984



533Inventories


(13,460
)


(5,241
)


(10,225
)


(12,518
)


(5,127
)


(4,111
)


(6,545
)Prepaid expenses and other


(5,676
)


(3,798
)


(6,634
)


(5,925
)


(724
)


5,232



(3,541
)Accounts payable


4,635



(7,949
)


(10,688
)


15,944



6,889



(5,156
)


1,621Accrued liabilities


2,230



7,099



5,771



(35,397
)


11,090



(3,192
)


(12,735
)Other liabilities and deferred credits


(7,241
)


(502
)


(811
)


9,933



(538
)


795



(2,558
)Other non-cash items


(1,902
)


(2,031
)


(84
)


72



5,185



(15,257
)


18,777Net cash provided by operating activities

$
43,498


$
48,699


$
104,430


$
39,265


$
104,473


$
83,331


$
62,387   (9)
    
    Adjusted Interest Expense means interest expense adjusted to add
    capitalized interest and deduct amortization of deferred loan
    costs. Adjusted Interest Expense is not a measure of financial
    performance or
 15




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##### Table of Contents



liquidity under GAAP, but is used as a component of the
    conditions to debt incurrence, restricted payments and certain
    other events under the indenture governing the notes.
    Accordingly, it should not be considered as a substitute for
    interest expense or any other operating or liquidity measure
    prepared in accordance with GAAP. The following table reconciles
    Adjusted Interest Expense to interest expense for the periods
    presented:  Six Months Ended September 30,


Fiscal Year Ended March 31,2007


2006


2007


2006


2005


2004


2003(In thousands)Interest expense

$
9,456


$
6,107


$
10,940


$
14,689


$
15,665


$
16,829


$
14,904Capitalized interest


5,927



2,492



6,353



2,439



1,277



1,240



Amortization of deferred financing costs


(622
)


(498
)


(995
)


(885
)


(662
)


(708
)


(542
)Adjusted Interest Expense

$
14,761


$
8,101


$
16,298


$
16,243


$
16,280


$
17,361


$
14,362   (10)
    
    The Ratio of total debt to Adjusted EBITDA presented for the six
    months ended September 30, 2007 and 2006 is calculated
    based on Adjusted EBITDA for the twelve months ended
    September 30, 2007 and 2006. Adjusted EBITDA for the twelve
    months ended September 30, 2007 is calculated by adding the
    amounts for fiscal year 2007 and the six months ended
    September 30, 2007 and then deducting the amount for the
    six months ended September 30, 2006. Adjusted EBITDA for
    the twelve months ended September 30, 2006 is calculated by
    adding the amounts for fiscal year 2006 and the six months ended
    September 30, 2006 and then deducting Adjusted EBITDA for
    the six months ended September 30, 2005, which totaled
    $62.6 million.(11)
    
    Book capitalization includes total debt, minority interest and
    stockholders investment.(12)
    
    For purposes of determining the ratios of earnings to fixed
    charges, earnings are defined as net income before provision for
    income taxes and minority interest, undistributed earnings of
    unconsolidated equity affiliates, amortization of capitalized
    interest and fixed charges, less capitalized interest. Fixed
    charges consist of interest (whether expensed or capitalized),
    amortization of debt issuance costs, and the estimated interest
    portion of rental expense deemed to be representative of
    interest.
 16




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##### Table of Contents



RISK
    FACTORS
  In considering whether to participate in the exchange
    offer, you should consider carefully all of the information that
    we have included or incorporated by reference into this
    prospectus. In particular, you should consider carefully the
    risk factors described below.
  Risks
    Relating to the Exchange Offer
  If you
    fail to exchange your Outstanding Notes, the existing transfer
    restrictions will remain in effect and the market value of your
    Outstanding Notes may be adversely affected because they may be
    more difficult to sell.
      Risks
    Relating to Our Customers and Contracts
  The
    demand for our services is substantially dependent on the level
    of offshore oil and gas exploration, development and production
    activity.
    
    the supply of and demand for oil and gas and market expectations
    for such supply and demand;
    actions of the Organization of Petroleum Exporting Countries
    (OPEC) and other oil producing countries to control
    prices or change production levels;
    general economic conditions, both worldwide and in particular
    regions;
    governmental regulation;
    the price and availability of alternative fuels;
    weather conditions, including the impact of hurricanes and other
    weather-related phenomena;
    advances in exploration, development and production technology;
    the policies of various governments regarding exploration and
    development of their oil and gas reserves; and
    the worldwide political environment, including the war in Iraq,
    uncertainty or instability resulting from an escalation or
    additional outbreak of armed hostilities or other crises in the
    Middle East or the other geographic areas in which we operate
    (including, but not limited to, Nigeria), or further acts of
    terrorism in the U.S. or elsewhere. 17




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##### Table of Contents



The
    implementation by our customers of cost-saving measures could
    reduce the demand for our services.
    We are
    highly dependent upon the level of activity in North America and
    the North Sea.
    Our
    industry is highly competitive and cyclical, with intense price
    competition.
    We
    depend on a small number of large offshore energy industry
    customers for a significant portion of our
    revenues.
  Form 10-K Form 10-Q
  Our
    contracts generally can be terminated or downsized by our
    customers without penalty.
   18




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##### Table of Contents



We may
    not be able to obtain customer contracts with acceptable terms
    covering some of our new helicopters, and some of our new
    helicopters may replace existing helicopters already under
    contract, which could adversely affect the utilization of our
    existing fleet.
    Risks
    Relating to Our Internal Review and Governmental
    Investigations
  The
    SEC investigation, any related proceedings in other countries
    and the consequences of the activities identified in the
    Internal Review could result in civil or criminal proceedings,
    the imposition of fines and penalties, the commencement of
    third-party litigation, the incurrence of expenses, the loss of
    business and other adverse effects on our company.
  cease-and-desist Form 10-K
  and/or and/or and/or
     19




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##### Table of Contents



Form 10-K
  The
    disclosure and remediation of activities identified in the
    Internal Review could result in the loss of business
    relationships and adversely affect our business..
    The
    DOJ investigation or any related proceedings in other countries
    could result in criminal proceedings and the imposition of fines
    and penalties, the commencement of third-party litigation, the
    incurrence of expenses, the loss of business and other adverse
    effects on our company.
    and/or
 20




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##### Table of Contents



Risks
    Relating to Our Business
  Our
    future growth depends on the level of international oil and gas
    activity and our ability to operate outside of North America and
    the North Sea.
      
    local regulations restricting foreign ownership of helicopter
    operators;
    requirements to award contracts to local operators; and
    the number and location of new drilling concessions granted by
    foreign sovereigns.    In
    order to grow our business, we may require additional capital in
    the future, which may not be available to us.
  Form 10-K Form 10-Q
  Our
    operations outside of North America and the North Sea are
    subject to additional risks.
    
    political, social and economic instability, including risks of
    war, general strikes and civil disturbances;
    physical and economic retribution directed at
    U.S. companies and personnel;
    governmental actions that restrict payments or the movement of
    funds or result in the deprivation of contract rights;
    the taking of property without fair compensation; and
    the lack of well-developed legal systems in some countries which
    could make it difficult for us to enforce our contractual rights. 21




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##### Table of Contents



Foreign
    exchange risks and controls may affect our financial position
    and results of operations.
    non-U.S. dollar
    Form 10-K Form 10-Q
  We
    operate in many international areas through entities that we do
    not control.
   22




---



##### Table of Contents



Form 10-K Form 10-Q
  Labor
    problems could adversely affect us.
          Our
    failure to attract and retain qualified personnel could have an
    adverse affect on us.
    Helicopter
    operations involve risks that may not be covered by our
    insurance or may increase our operating costs.
   23




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##### Table of Contents



We are
    subject to government regulation that limits foreign ownership
    of aircraft companies.
        Form 10-Q
  Actions
    taken by agencies empowered to enforce governmental regulations
    could increase our costs and reduce our ability to operate
    successfully.
   24




---



##### Table of Contents



Form 10-K
  We
    face substantial competition.
          Our
    operations are subject to weather-related and seasonal
    fluctuations.
       25




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##### Table of Contents



Environmental
    regulations and liabilities may increase our costs and adversely
    affect us.
    
    issuance of administrative, civil and criminal penalties;
    denial or revocation of permits or other authorizations;
    imposition of limitations on our operations; and
    performance of site investigatory, remedial or other corrective
    actions.  Form 10-K
  Our
    dependence on a small number of helicopter manufacturers poses a
    significant risk to our business and prospects.
    A
    shortfall in availability of aircraft components and parts
    required for maintenance and repairs of our aircraft and
    supplier cost increases could adversely affect us.
   26




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##### Table of Contents



Risks
    Relating to the Notes
  The
    risks described in this Risks Relating to the Notes
    that apply to the Exchange Notes also apply to any Outstanding
    Notes not tendered by the Exchange Notes in the exchange
    offer.
  Our
    substantial indebtedness could adversely affect our financial
    condition and impair our ability to fulfill our obligations
    under the Notes.
  1 2
    
    making it more difficult for us to satisfy our obligations with
    respect to the Notes;
    impairing our ability to obtain additional financing in the
    future for working capital, capital expenditures, acquisitions
    or other general corporate purposes or to repurchase the Notes
    from you upon a change of control;
    requiring us to dedicate a substantial portion of our cash flow
    to the payment of principal and interest on our indebtedness,
    which reduces the availability of our cash flow to fund working
    capital, capital expenditures, acquisitions and other general
    corporate purposes;
    subjecting us to the risk of increased sensitivity to interest
    rate increases on our indebtedness with variable interest rates,
    including our borrowings under our credit facilities;
    increasing the possibility of an event of default under the
    financial and operating covenants contained in our debt
    instruments; and
    limiting our ability to adjust to rapidly changing market
    conditions, reducing our ability to withstand competitive
    pressures and making us more vulnerable to a downturn in general
    economic conditions or our business than our competitors with
    less debt.    There
    may be no public market for the Exchange Notes.
    
    the liquidity of any such market that may develop;
    your ability to sell your Exchange Notes; or
    the price at which you would be able to sell your Exchange Notes.   27




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##### Table of Contents



Despite
    our and our subsidiaries current levels of indebtedness,
    we may incur substantially more debt, which could further
    exacerbate the risks associated with our substantial
    indebtedness.
  1 8 1 8
  To
    service our indebtedness, including the Notes, we will continue
    to require a significant amount of cash, and our ability to
    generate cash depends on many factors beyond our
    control.
    We are
    dependent on our subsidiaries and our unconsolidated affiliates
    for our cash flow.
    The
    Notes will continue to be structurally subordinated to all
    indebtedness of our subsidiaries that are not guarantors of the
    Notes.
  non-U.S. subsidiaries,
 28




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##### Table of Contents



The
    Notes and the guarantees will continue to be unsecured and
    effectively subordinated to our and our subsidiary
    guarantors secured indebtedness.
  1 8
    Restrictive
    covenants in our debt agreements may restrict the manner in
    which we can operate our business.
  1 8
  
    borrow money or issue guarantees;
    pay dividends, redeem capital stock or make other restricted
    payments;
    incur liens to secure indebtedness;
    make certain investments;
    sell certain assets;
    enter into transactions with our affiliates; or
    merge with another person or sell substantially all of our
    assets.  1 8 1 8
   29




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##### Table of Contents



1 8
  A
    court could subordinate or void the obligations under our
    subsidiaries guarantees.
        
    was insolvent or rendered insolvent by reason of the obligation;
    was engaged in a business or transaction for which its remaining
    assets constituted unreasonably small capital; or
    intended to incur, or believed that it would incur, debts beyond
    its ability to pay them as the debts matured.    
    the sum of its debts, including contingent liabilities, is
    greater than the saleable value of all of its assets at a fair
    valuation;
    the present fair saleable value of its assets was less than the
    amount that would be required to pay its probable liability on
    its existing debts, including contingent liabilities, as they
    become absolute and matured; or
    it could not pay its debts as they become due.        We may
    not have the ability to repurchase the Notes upon a change of
    control as required by the indenture.
   30




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##### Table of Contents



PRIVATE
    PLACEMENTS
  1 2 non-U.S. persons.
    USE
    OF PROCEEDS
   31




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##### Table of Contents



SELECTED
    HISTORICAL FINANCIAL INFORMATION
    Six Months EndedSeptember 30,


Fiscal Year Ended March 312007


2006


2007


2006


2005


2004


2003(In thousands, except ratios)Statement of Operations Data:(1)Total gross revenue(2)

$
518,338


$
445,271


$
897,861


$
768,940


$
673,646


$
617,001


$
601,550Direct cost(2)(3)

$
326,600


$
287,341


$
681,191


$
591,043


$
518,139


$
475,449


$
467,776Consolidated operating income(4)

$
80,465


$
61,921


$
115,303


$
73,795


$
77,608


$
88,725


$
65,366Earnings from unconsolidated affiliates, net


7,508



3,287



11,423



6,758



9,600



11,039



12,054Interest income(5)


6,247



2,359



8,950



4,159



3,188



1,689



1,523Interest expense


(9,456
)


(6,107
)


(10,940
)


(14,689
)


(15,665
)


(16,829
)


(14,904
)Loss on extinguishment of debt






















(6,205
)


Other income (expense), net(6)


786



(6,093
)


(8,998
)


4,612



(1,126
)


(7,810
)


(3,284
)Provision for income taxes(7)


(28,475
)


(18,271
)


(40,366
)


(16,607
)


(21,835
)


(19,402
)


(18,554
)Minority interest


(453
)


(792
)


(1,200
)


(219
)


(210
)


(1,382
)


(1,797
)Net income

$
56,622


$
36,304


$
74,172


$
57,809


$
51,560


$
49,825


$
40,404Balance Sheet Data:(1)Total cash and cash equivalents

$
276,439


$
268,275


$
184,188


$
122,482


$
146,440


$
85,679


$
56,800Working capital


502,221



421,337



368,006



283,337



270,747



235,691



101,082Total assets


1,899,243



1,469,142



1,505,803



1,176,413



1,149,576



1,046,828



906,031Total debt


557,335



260,543



259,082



265,296



262,080



255,534



232,818Stockholders investment


942,322



794,437



871,657



537,697



492,993



429,952



350,206Statement of Cash Flows Data:(1)Net cash provided by operating activities

$
43,498


$
48,699


$
104,430


$
39,265


$
104,473


$
83,331


$
62,387Net cash used in investing activities


(236,978
)


(99,966
)


(264,335
)


(54,180
)


(46,539
)


(62,582
)


(48,181
)Net cash provided by (used in) financing activities


283,262



195,259



215,682



(5,394
)


2,763



3,539



(1,109
)Other Financial Data:Adjusted EBITDA(8)

$
118,234


$
83,662


$
170,470


$
131,856


$
140,009


$
128,072


$
108,556Capital expenditures


221,095



108,556



304,776



154,262



90,023



67,855



55,031Ratio of Adjusted EBITDA to Adjusted Interest Expense(8)(9)


8.0
x


10.3
x


10.5
x


8.1
x


8.6
x


7.4
x


7.6
xRatio of total debt to Adjusted EBITDA(8)(10)


2.7
x


1.7
x


1.5
x


2.0
x


1.9
x


2.0
x


2.1
xDebt as a percentage of book capitalization(11)


37.0
%


24.6
%


22.8
%


32.9
%


34.5
%


36.8
%


38.8
%Ratio of earnings to fixed charges(12)


5.1
x


5.4
x


5.5
x


4.4
x


5.1
x


4.1
x


4.4
xHelicopters in fleet


404



332



345



331



320



332



335Average revenue per helicopter

$
1,283


$
1,341


$
2,602


$
2,323


$
2,105


$
1,858


$
1,796  32




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##### Table of Contents



(1)
    
    Amounts included Grasso, which was sold on November 2, 2007
    and will be classified as discontinued operations starting with
    the fiscal quarter ending December 31, 2007. Grasso had
    revenue and operating income of $32.6 million and
    $2.0 million, respectively, for the six months ended
    September 30, 2007.(2)
    
    Gross revenue includes reimbursable revenue of
    $49.5 million, $48.4 million, $95.9 million,
    $80.2 million, $64.7 million, $58.9 million and
    $51.0 million for the six months ended September 30,
    2007 and 2006 and for fiscal years 2007, 2006, 2005, 2004 and
    2003, respectively. Direct cost includes reimbursable expense of
    $47.0 million, $47.8 million, $94.7 million,
    $78.5 million, $63.3 million, $58.1 million and
    $50.5 million for the six months ended September 30,
    2007 and 2006 and for fiscal years 2007, 2006, 2005, 2004 and
    2003, respectively.(3)
    
    During the six months ended September 30, 2007, we reserve
    a $5.4 million accrual for sales tax contingencies in
    Nigeria.(4)
    
    Includes professional fees in connection with the Internal
    Review and DOJ matter of $3.1 million, $5.0 million,
    $13.1 million and $2.2 million for the six months
    ended September 30, 2006 and fiscal years 2007, 2006 and
    2005, respectively. During the six months ended
    September 30, 2007, we reserved $1.0 million of
    previously accrued settlement costs due to the fact that we
    settled the investigation with the SEC and incurred
    $0.5 million in professional fees in connection with the
    DOJ matter.(5)
    
    Includes interest income earned on cash balances generated
    through our 5.50% mandatory convertible preferred stock offering
    in September and October 2006 and the Outstanding Notes.(6)
    
    Includes foreign currency transaction gains of $0.7 million
    for the six months ended September 30, 2007, and losses of
    $6.1 million, $9.8 million, $1.3 million,
    $7.9 million and $2.9 million for the six months ended
    September 30, 2006 and fiscal years 2007, 2005, 2004 and
    2003, respectively, and foreign currency transaction gains of
    $5.4 million for fiscal year 2006. Includes a gain of
    $2.5 million recognized upon the sale of our 50% interest
    in a Brazilian joint venture during fiscal year 2007 and an
    impairment charge of $1.0 million recorded during fiscal
    year 2006 to reduce the recorded value of this investment, as we
    expected at that time that our investment would not be
    recoverable. Includes the expense of previously deferred
    acquisition costs of $1.9 million in fiscal year 2007.(7)
    
    Includes $2.5 million in additional tax expense during
    fiscal year 2007 recorded as a result of the sale of the assets
    of Turbo Engines, Inc. in December 2006 (See
    Managements Discussion and Analysis of Financial
    Condition and Results of Operating  Business Unit
    Operating Results  Fiscal Year 2007 Compared to
    Fiscal Year 2006  Helicopter Services 
    North America set forth in our Annual Report on
    Form 10-K
    for the fiscal year ended march 31, 2007, incorporated herein by
    reference). Includes the impact of the reversal of reserves for
    tax contingencies of $0.9 million, $1.5 million,
    $3.4 million, $11.4 million, $3.7 million and
    $3.5 million in the six months ended September 30,
    2007 and 2006 and fiscal years 2007, 2006, 2005 and 2004,
    respectively in connection with the expiration of the related
    statutes of limitations.(8)
    
    Adjusted EBITDA means earnings before interest expense, taxes,
    depreciation and amortization, loss on extinguishment of debt
    and non-cash compensation adjusted for non-cash components of
    net income (minority interest in earnings and equity in earnings
    from unconsolidated affiliates (over) under dividends received).
    Adjusted EBITDA is not a measure of financial performance or
    liquidity under GAAP. Accordingly, it should not be considered
    as a substitute for net income, operating income, net cash
    provided by operating activities or any other operating or
    liquidity measure prepared in accordance with GAAP.
    Additionally, our Adjusted EBITDA computation may not be
    comparable to other similarly titled measures of other
    companies. We believe that Adjusted EBITDA and the ratios
    provide additional information regarding our ability to meet our
    future debt service, capital expenditures and working capital
    requirements. While we believe that Adjusted EBITDA may provide
    additional information with respect to our ability to meet our
    future debt service, capital expenditures and working capital
    requirements, certain functional or legal requirements of our
    business may require us to use our available funds for other
    purposes. 33




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##### Table of Contents



Six Months EndedSeptember 30,


Fiscal Year Ended March 31,2007


2006


2007


2006


2005


2004


2003(In thousands)Net income

$
56,622


$
36,304


$
74,172


$
57,809


$
51,560


$
49,825


$
40,404Add:Minority interest in earnings


453



792



1,200



219



210



1,382



1,797Interest expense


9,456



6,107



10,940



14,689



15,665



16,829



14,904Income tax


28,475



18,271



40,366



16,607



21,835



19,402



18,554Depreciation and amortization


23,768



21,020



42,643



42,256



40,693



39,543



37,664Loss on extinguishment of debt






















6,205



Non-cash compensation


3,689



2,138



4,903



613



244







Less:Equity in earnings from unconsolidated affiliates (over) under
    dividends received


(4,229
)


(970
)


(3,754
)


(337
)


9,802



(5,114
)


(4,767
)Adjusted EBITDA

$
118,234


$
83,662


$
170,470


$
131,856


$
140,009


$
128,072


$
108,556     Six Months EndedSeptember 30,


Fiscal Year Ended March 31,2007


2006


2007


2006


2005


2004


2003(In thousands)Adjusted EBITDA

$
118,234


$
83,662


$
170,470


$
131,856


$
140,009


$
128,072


$
108,556Cash items (deducted from) added to Adjusted EBITDA:Current income tax


(14,636
)


(8,627
)


(20,383
)


(15,191
)


(19,995
)


(7,059
)


(23,083
)Interest expense


(9,456
)


(6,107
)


(10,940
)


(14,689
)


(15,665
)


(16,829
)


(14,904
)Losses (gains) on asset dispositions


170



(4,665
)


(10,618
)


(102
)


(8,039
)


(3,943
)


(3,734
)Loss on extinguishment of debt






















(6,205
)


Increase (decrease) in cash from:Accounts receivable


(29,400
)


(3,172
)


(1,428
)


(34,718
)


(8,612
)


10,984



533Inventories


(13,460
)


(5,241
)


(10,225
)


(12,518
)


(5,127
)


(4,111
)


(6,545
)Prepaid expenses and other


(5,676
)


(3,798
)


(6,634
)


(5,925
)


(724
)


5,232



(3,541
)Accounts payable


4,635



(7,949
)


(10,688
)


15,944



6,889



(5,156
)


1,621Accrued liabilities


2,230



7,099



5,771



(35,397
)


11,090



(3,192
)


(12,735
)Other liabilities and deferred credits


(7,241
)


(502
)


(811
)


9,933



(538
)


795



(2,558
)Other non-cash items


(1,902
)


(2,031
)


(84
)


72



5,185



(15,257
)


18,777Net cash provided by operating activities

$
43,498


$
48,699


$
104,430


$
39,265


$
104,473


$
83,331


$
62,387  34




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##### Table of Contents



(9)
    
    Adjusted Interest Expense means interest expense adjusted to add
    capitalized interest and deduct amortization of deferred loan
    costs. Adjusted Interest Expense is not a measure of financial
    performance or liquidity under GAAP, but is used as a component
    of the conditions to debt incurrence, restricted payments and
    certain other events under the indenture governing the notes.
    Accordingly, it should not be considered as a substitute for
    interest expense or any other operating or liquidity measure
    prepared in accordance with GAAP. The following table reconciles
    Adjusted Interest Expense to interest expense for the periods
    presented:  Six Months EndedSeptember 30,


Fiscal Year Ended March 31,2007


2006


2007


2006


2005


2004


2003(In thousands)Interest expense

$
9,456


$
6,107


$
10,940


$
14,689


$
15,665


$
16,829


$
14,904Capitalized interest


5,927



2,492



6,353



2,439



1,277



1,240



Amortization of deferred financing costs


(622
)


(498
)


(995
)


(885
)


(662
)


(708
)


(542
)Adjusted Interest Expense

$
14,761


$
8,101


$
16,298


$
16,243


$
16,280


$
17,361


$
14,362   (10)
    
    The Ratio of total debt to Adjusted EBITDA presented for the six
    months ended September 30, 2007 and 2006 is calculated
    based on Adjusted EBITDA for the twelve months ended
    September 30, 2007 and 2006. Adjusted EBITDA for the twelve
    months ended September 30, 2007 is calculated by adding the
    amounts for fiscal year 2007 and the six months ended
    September 30, 2007 and then deducting the amount for the
    six months ended September 30, 2006. Adjusted EBITDA for
    the twelve months ended September 30, 2006 is calculated by
    adding the amounts for fiscal year 2006 and the six months ended
    September 30, 2006 and then deducting Adjusted EBITDA for
    the six months ended September 30, 2005, which totaled
    $62.6 million.(11)
    
    Book capitalization includes total debt, minority interest and
    stockholders investment.(12)
    
    For purposes of determining the ratios of earnings to fixed
    charges, earnings are defined as net income before provision for
    income taxes and minority interest, undistributed earnings of
    unconsolidated equity affiliates, amortization of capitalized
    interest and fixed charges, less capitalized interest. Fixed
    charges consist of interest (whether expensed or capitalized),
    amortization of debt issuance costs, and the estimated interest
    portion of rental expense deemed to be representative of
    interest.  DESCRIPTION
    OF OTHER INDEBTEDNESS
    61/8% Senior
    Notes due 2013
  1 8 1 8 1 8 1 8 1 8 1 8
 35




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##### Table of Contents



Form 10-K Form 10-Q
  Senior
    Secured Credit Facilities
  1 8
        
    a covenant to maintain a leverage ratio not greater than
    4.00:1.00;
    a covenant to maintain an interest coverage ratio of not less
    than 3.00:1.00;
    a covenant not to permit our consolidated net worth at any time
    to be less than an amount equal to the sum of
    (i) $485,216,000, plus (ii) as of the end of each
    fiscal quarter, 50% of our positive cumulative consolidated net
    income since March 31, 2006; plus (iii) 100% of the
    amount by which our total stockholders investment is
    increased as a result of any public or private offering of
    capital stock;
    a covenant that during the time certain permitted investments
    exceed 5% of our consolidated net tangible assets, we will
    maintain a ratio of collateral asset value to senior secured
    debt of at least 1.20:1.00;
    restrictions on conducting hedging transactions except in the
    ordinary course of business; 36




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##### Table of Contents




    restrictions on amending our material agreements; and
    restrictions on making changes to our accounting practices.    Term
    Loan
  Form 10-K Form 10-Q
    Sakhalin
    Debt
  Form 10-K Form 10-Q
  RLR
    Note
   37




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##### Table of Contents



U.K.
    Facilities
    THE
    EXCHANGE OFFER
  Participation in the exchange offer is voluntary, and we urge
    you to consider carefully whether to accept. Please consult your
    financial and tax advisors in making your own decision on what
    action to take.
  1 2 1 2
  Purpose
    and Effect of the Exchange Offer
        
    on or prior to the time the exchange offer is completed,
    existing SEC interpretations are changed such that the Exchange
    Notes generally would not be freely transferable without
    restriction under the Securities Act;
    the exchange offer has not been completed within 390 days
    following the date the Outstanding Notes were first issued;
    any initial purchaser of the Outstanding Notes so requests with
    respect to such Outstanding Notes (or Additional Notes) not
    eligible to be exchanged for Exchange Notes in the exchange
    offer; or
    any holder (other than a broker-dealer) electing to exchange the
    Outstanding Notes acquired for its own account as a result of
    market making activities or other trading activities for
    Exchange Notes,   38




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##### Table of Contents



Resale of
    Exchange Notes
    
    you are not our affiliate within the meaning of
    Rule 405 under the Securities Act;
    you acquire such Exchange Notes in the ordinary course of your
    business; and
    you are not engaged in, do not intend to engage in and have no
    arrangement or understanding with any person to participate in,
    a distribution of Exchange Notes.      
    cannot rely on these interpretations by the SEC staff; and
    must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with a
    secondary resale transaction of the Exchange Notes.  Regulation S-K
  Terms of
    the Exchange Offer
         39




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##### Table of Contents




    remain outstanding;
    continue to accrue interest; and
    be entitled to the rights and benefits that holders have under
    the indenture and, if applicable, the Registration Rights
    Agreement.            Expiration
    Date
    Extensions;
    Delay in Acceptance; Termination or Amendment
        
    delay accepting for exchange any Outstanding Notes;
    extend the exchange offer; or
    terminate the exchange offer. 40




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##### Table of Contents



Conditions
    to the Exchange Offer
    
    we will not be required to accept for exchange, or exchange any
    Exchange Notes for, any Outstanding Notes; and
    we may terminate the exchange offer before accepting any
    Outstanding Notes for exchange.    
    the representations described below under 
    Procedures for Tendering and in the letter of
    transmittal; and
    such other representations as may be reasonably necessary under
    applicable SEC rules, regulations or interpretations to make
    available to us an appropriate form for registering the Exchange
    Notes under the Securities Act.        Procedures
    for Tendering
  How to
    Tender Generally
   41




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##### Table of Contents




    complete, sign and date the letter of transmittal or a facsimile
    of the letter of transmittal;
    have the signature on the letter of transmittal guaranteed if
    the letter of transmittal so requires; and
    mail or deliver the letter of transmittal or facsimile of the
    letter of transmittal to the exchange agent prior to the
    expiration date; and
    deliver, and the exchange agent must receive, before the
    expiration date:
    the Outstanding Notes along with the letter of
    transmittal, or
    a timely confirmation of book-entry transfer of the Outstanding
    Notes into the exchange agents account at DTC according to
    the procedure for book-entry transfer described below under
     Book Entry Transfer.        The method of delivery of Outstanding Notes, the letter of
    transmittal and all other required documents to the exchange
    agent is at your election and risk. Rather than mail these
    items, we recommend that you use an overnight or courier
    service. In all cases, you should allow sufficient time to
    assure delivery to the exchange agent before the expiration
    date. You should not send the letter of transmittal or
    Outstanding Notes to us. You may request your broker, dealer,
    commercial bank, trust company or other nominee to effect the
    above transactions for you.
  Book-Entry
    Transfer
    Tendering
    Through DTCs Automated Tender Offer Program
   42




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##### Table of Contents




    DTC has received an express acknowledgment from a participant in
    DTCs automated tender offer program that is tendering
    Outstanding Notes that are the subject of such book-entry
    confirmation;
    the participant has received and agrees to be bound by the terms
    of the letter of transmittal or, in the case of an agents
    message relating to guaranteed delivery, the participant has
    received and agrees to be bound by the applicable notice of
    guaranteed delivery; and
    we may enforce the agreement against the participant.  How to
    Tender if You Are a Beneficial Owner
    
    make appropriate arrangements to register ownership of the
    Outstanding Notes in your name; or
    obtain a properly completed bond power from the registered
    holder of your Outstanding Notes.    Signatures
    and Signature Guarantees
    
    by a registered holder who has not completed the box entitled
    Special Issuance Instructions or Special
    Delivery Instructions on the letter of transmittal and the
    Exchange Notes are being issued directly to the registered
    holder of the Outstanding Notes tendered in the exchange offer
    for those Exchange Notes; or
    for the account of an eligible institution.  Rule 17Ad-15
  When
    Endorsements or Bond Powers Are Needed
     43




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##### Table of Contents



Determinations
    Under the Exchange Offer
      When
    We Will Issue Exchange Notes
    
    Outstanding Notes or book-entry confirmation of such Outstanding
    Notes into the exchange agents account at DTC; and
    a properly completed and duly executed letter of transmittal and
    all other required documents or a properly transmitted
    agents message.  Return
    of Outstanding Notes Not Accepted or Exchanged
    Your
    Representations to Us
    
    any Exchange Notes that you receive will be acquired in the
    ordinary course of your business;
    you have no arrangement or understanding with any person to
    participate in the distribution of the Outstanding Notes or the
    Exchange Notes within the meaning of the Securities Act;
    you are not our affiliate, as defined in
    Rule 405 of the Securities Act, or, if you are our
    affiliate, you will comply with the registration and prospectus
    delivery requirements of the Securities Act to the extent
    applicable;
    if you are not a broker-dealer, you are not engaged in, and do
    not intend to engage in, the distribution of the Exchange Notes;
    if you are a broker-dealer, you will receive Exchange Notes in
    exchange for Outstanding Notes that you acquired for your own
    account as a result of market-making activities or other trading
    activities, and 44




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##### Table of Contents



you will deliver a prospectus in connection with any resale of
    such Exchange Notes. It is understood that you are not admitting
    that you are an underwriter within the meaning of
    the Securities Act by acknowledging that you will deliver, and
    by delivery of, a prospectus;  
    if you are a broker-dealer, you did not purchase the Outstanding
    Notes to be exchanged for the Exchange Notes from us; and
    you are not acting on behalf of any person who could not
    truthfully and completely make the foregoing representations.    
    you cannot rely on the applicable interpretations of the
    SEC; and
    you must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with a
    secondary resale transaction.  Guaranteed
    Delivery Procedures
    
    the tender is made by or through an eligible institution;
    prior to 5:00 p.m., New York City time, on the expiration
    date, the exchange agent receives from that eligible institution
    either a properly completed and duly executed notice of
    guaranteed delivery by facsimile transmission, mail, courier or
    overnight delivery or a properly transmitted agents
    message relating to a notice of guaranteed delivery;
    stating your name and address, the registration number or
    numbers of your Outstanding Notes and the principal amount of
    Outstanding Notes tendered;
    stating that the tender is being made thereby; and
    guaranteeing that, within three New York Stock Exchange trading
    days after the expiration date of the exchange offer, the letter
    of transmittal or facsimile thereof or agents message in
    lieu thereof, together with the Outstanding Notes or a
    book-entry confirmation, and any other documents required by the
    letter of transmittal, will be deposited by the eligible
    institution with the exchange agent; and
    the exchange agent receives such properly completed and executed
    letter of transmittal or facsimile or agents message, as
    well as all tendered Outstanding Notes in proper form for
    transfer or a book-entry confirmation, and all other documents
    required by the letter of transmittal, within three New York
    Stock Exchange trading days after the expiration date.    Withdrawal
    of Tenders
    
    the exchange agent must receive a written notice of withdrawal
    at one of the addresses listed above under Prospectus
    Summary  The Exchange Agent; or 45




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
    the withdrawing holder must comply with the appropriate
    procedures of DTCs automated tender offer program.    
    specify the name of the person who tendered the Outstanding
    Notes to be withdrawn;
    identify the Outstanding Notes to be withdrawn, including the
    registration number or numbers and the principal amount of such
    Outstanding Notes;
    be signed by the person who tendered the Outstanding Notes in
    the same manner as the original signature on the letter of
    transmittal used to deposit those Outstanding Notes, or be
    accompanied by documents of transfer sufficient to permit the
    trustee to register the transfer into the name of the person
    withdrawing the tender; and
    specify the name in which such Outstanding Notes are to be
    registered, if different from that of the person who tendered
    the Outstanding Notes.        Fees and
    Expenses
        
    SEC registration fees;
    fees and expenses of the exchange agent and trustee;
    accounting and legal fees and printing costs; and
    related fees and expenses. 46




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##### Table of Contents



Transfer
    Taxes
    
    certificates representing Exchange Notes or Outstanding Notes
    for principal amounts not tendered or accepted for exchange are
    to be delivered to, or are to be issued in the name of, any
    person other than the registered holder of Outstanding Notes
    tendered;
    tendered Outstanding Notes are registered in the name of any
    person other than the person signing the letter of
    transmittal; or
    a transfer tax is imposed for any reason other than the exchange
    of Outstanding Notes in the exchange offer.    Consequences
    of Failure to Exchange
    The tender of Outstanding Notes in the exchange offer will
    reduce the principal amount of the Outstanding Notes
    outstanding. Due to the corresponding reduction in liquidity,
    this may have an adverse effect upon, and increase the
    volatility of, the market price of any Outstanding Notes that
    you continue to hold following completion of the exchange
    offer.
  Accounting
    Treatment
    Other
   47




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##### Table of Contents



DESCRIPTION
    OF THE EXCHANGE NOTES
        Brief
    Description of the Notes and the Subsidiary Guarantees
  General
    
    are general unsecured, senior obligations;
    were issued in an aggregate principal amount of
    $350 million, subject to our ability to issue Additional
    Notes;
    mature on September 15, 2017;
    will be issued in denominations of $2,000 and integral multiples
    of $1,000 thereafter;
    are represented by one or more registered notes in global form,
    but in certain circumstances may be represented by notes in
    definitive form;
    rank equally in right of payment to any other senior
    Indebtedness of the Company;
    rank effectively junior in right of payment to any secured
    Indebtedness of the Company;
    rank senior in right of payment to any subordinated Indebtedness
    of the Company; and
    are unconditionally guaranteed on a senior basis by all of the
    Companys material domestic Restricted Subsidiaries. 48




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##### Table of Contents




    are general unsecured, senior obligations of the Guarantors;
    rank equally in right of payment to any other senior
    Indebtedness of the Guarantors;
    rank effectively junior in right of payment to any secured
    Indebtedness of the Guarantors; and
    rank senior in right of payment to any future subordinated
    Indebtedness of the Guarantors.      Payments
    on the Notes; Paying Agent and Registrar
      Transfer
    and Exchange
      Principal,
    Maturity and Interest
   49




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##### Table of Contents



1 2
  360-day 30-day
    Methods
    of Receiving Payments on the Notes
    Subsidiary
    Guarantees
  1 2
           50




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##### Table of Contents



Optional
    Redemption
    Year

Percentage2012


103.750%2013


102.500%2014


101.250%2015 and thereafter


100.000%           Applicable Premium
  Adjusted Treasury Rate
 51




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##### Table of Contents



Comparable Treasury Issue
  Comparable Treasury Price
  Quotation Agent
  Reference Treasury Dealer
  Reference Treasury Dealer Quotations
    Selection
    and Notice
    Mandatory
    Redemption
    Repurchase
    at the Option of Holders
   52




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Rule 14e-1
                   53




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Change of Control Trigger Event
  Change of Control
      Rule 13d-3 Rule 13d-5
      Rule 13d-3 Rule 13d-5
    Continuing Directors
  Ratings Event
  Certain
    Covenants
  Limitation
    on Restricted Payments
     54




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##### Table of Contents



four-quarter
         55




---



##### Table of Contents



1 8
                   56




---



##### Table of Contents



Limitation
    on Incurrence of Indebtedness and Issuance of Preferred
    Stock
                 57




---



##### Table of Contents



58




---



##### Table of Contents



59




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##### Table of Contents



Limitation
    on Liens
    Limitation
    on Dividends and Other Payment Restrictions Affecting
    Subsidiaries
                       60




---



##### Table of Contents



Limitation
    on Asset Sales
            365-day 180-day
   61




---



##### Table of Contents



Merger,
    Consolidation, or Sale of Assets
           62




---



##### Table of Contents



Limitation
    on Transactions with Affiliates
                 63




---



##### Table of Contents



Additional
    Subsidiary Guarantees
          Reports
    Forms 10-Q 10-K
  Form 8-K
       64




---



##### Table of Contents



Certain
    Investment Grade Covenants
    Restrictions
    on Secured Indebtedness
    Restrictions
    on Sale/Leaseback Transactions
                     65




---



##### Table of Contents



Events of
    Default and Remedies
                         66




---



##### Table of Contents



No
    Personal Liability of Directors, Officers, Employees and
    Stockholders
    Legal
    Defeasance and Covenant Defeasance
            non-payment,
 67




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68




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##### Table of Contents



Amendment
    and Waiver
                           69




---



##### Table of Contents



Concerning
    the Trustee
        Governing
    Law
    Additional
    Information
    Registration
    Rights; Additional Interest
         70




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71




---



##### Table of Contents



90-day 90-day
 72




---



##### Table of Contents



Certain
    Definitions
    Additional Assets
          Additional Notes
  Affiliate
  Asset Sale
           73




---



##### Table of Contents



Attributable Indebtedness
  Board of Directors
  Capital Lease Obligation
 74




---



##### Table of Contents



Capital Stock
          Cash Equivalents
              Common Stock
  Consolidated Cash Flow
           75




---



##### Table of Contents



Consolidated Income Taxes
  Consolidated Interest Coverage Ratio
      Regulation S-X
  Regulation S-X
  Consolidated Interest Expense
   76




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##### Table of Contents



Consolidated Net Income
          Consolidated Net Tangible Assets
      Credit Facilities
  Default
  Disqualified Stock
       77




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Equity Interests
  Exchange Notes
  Existing Indebtedness
  Fair Market Value
  GAAP
  Hedging Obligations
        Indebtedness
       78




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Initial Issuance Date
  Initial Notes
  Investment Grade Rating
     79




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##### Table of Contents



Investment Grade Rating Event
  Investments
          Lien
  Marketable Securities
      Moodys
 80




---



##### Table of Contents



Net Income
      Net Proceeds
          Non-Recourse Debt
        Pari Passu Indebtedness
  Permitted Investments
       81




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Permitted Liens
                       82




---



##### Table of Contents



Permitted Non-Guarantor Indebtedness
      Permitted Refinancing Indebtedness
           83




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##### Table of Contents



Person
  Preferred Stock
  Productive Assets
        Form S-4 S-8.
  Restricted Investment
  Restricted Subsidiary
  Sale/Leaseback Transaction
  S&P
  Significant Subsidiary Rule 1-02 Regulation S-X,
  Significant U.S. Subsidiary
  Stated Maturity
  Subsidiary
     84




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##### Table of Contents



Unrestricted Subsidiary
                U.S. Dollar Equivalent
   85




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##### Table of Contents



Voting Stock
  Weighted Average Life to Maturity
          Wholly Owned Restricted Subsidiary
  BOOK-ENTRY,
    DELIVERY AND FORM
  The
    Global Notes
      
    upon deposit of each Global Note with DTCs custodian, DTC
    will credit portions of the principal amount of the Global Note
    to the accounts of the DTC participants; and
    ownership of beneficial interests in each Global Note will be
    shown on, and transfer of ownership of those interests will be
    effected only through, records maintained by DTC (with respect
    to interests of DTC participants) and the records of DTC
    participants (with respect to other owners of beneficial
    interests in the Global Note).      Book-Entry
    Procedures for the Global Notes
   86




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
    a limited purpose trust company organized under the laws of the
    State of New York;
    a banking organization within the meaning of the New
    York State Banking Law;
    a member of the Federal Reserve System;
    a clearing corporation within the meaning of the
    Uniform Commercial Code; and
    a clearing agency registered under Section 17A
    of the Exchange Act.      
    will not be entitled to have Notes represented by the Global
    Note registered in their names;
    will not receive or be entitled to receive physical,
    certificated Notes; and
    will not be considered the owners or holders of the Notes under
    the Indenture for any purpose, including with respect to the
    giving of any direction, instruction or approval to the Trustee
    under the Indenture.        same-day
 87




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##### Table of Contents



same-day
      Certificated
    Notes
    
    DTC notifies us at any time that it is unwilling or unable to
    continue as depositary for the Global Notes and a successor
    depositary is not appointed within 90 days;
    DTC ceases to be registered as a clearing agency under the
    Securities Exchange Act of 1934 and a successor depositary is
    not appointed within 90 days; or
    an Event of Default has occurred and is continuing and DTC
    notifies the trustee of its decision to exchange each Global
    Note for certificated Notes.    CERTAIN
    UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
   88




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INVESTORS CONSIDERING THE PURCHASE OF EXCHANGE
    NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO
    THE APPLICATION OF THE UNITED STATES FEDERAL TAX LAWS TO THEIR
    PARTICULAR SITUATIONS AS WELL AS TO ANY TAX CONSEQUENCES ARISING
    UNDER THE LAWS OF ANY STATE, LOCAL OR OTHER TAXING JURISDICTION
    OR UNDER ANY APPLICABLE TAX TREATY.
  Exchange
    of Notes
    United
    States Holders
    
    an individual who is a citizen or resident of the United States;
    a corporation, or other entity taxable as a corporation, created
    or organized in or under the laws of the United States, any
    state thereof or the District of Columbia;
    an estate whose income is subject to United States federal
    income taxation regardless of its source; or
    a trust (i) if it is subject to the supervision of a court
    within the United States and one or more United States persons
    have the authority to control all substantial decisions of the
    trust or (ii) that has a valid election in effect under
    applicable Treasury regulations to be treated as a United States
    person.  Payment
    of Interest
   89




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Market
    Discount
      Amortizable
    Bond Premium
    Election
    to Use Constant Yield Method
   90




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Disposition
    of the Exchange Notes
    
    the amount of cash proceeds and the fair market value of any
    property received on such disposition (less any amount
    attributable to accrued and unpaid interest on the Exchange
    Notes, which will generally be taxable as ordinary income if you
    have not previously included such interest in income); and
    your adjusted tax basis in the Exchange Notes.    Information
    Reporting and Backup Withholding
      Non-United
    States Holders
  non-United non-United NON-UNITED
    STATES HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS TO
    DETERMINE THE EFFECT OF UNITED STATES FEDERAL, STATE AND OTHER
    TAX LAWS, AS WELL AS FOREIGN TAX LAWS, INCLUDING ANY REPORTING
    REQUIREMENTS.
  Payment
    of Interest
    
    do not own, actually or constructively, 10% or more of the
    combined voting power of all classes of our stock entitled to
    vote;
    are not a controlled foreign corporation related to us through
    stock ownership;
    are not a bank whose receipt of interest on the Exchange Notes
    is interest received pursuant to a loan agreement entered into
    in the ordinary course of your trade or business; and
    appropriately certify as to your foreign status.  Form W-8BEN.
 91




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Form W-8BEN
  Form W-8ECI.
  Disposition
    of the Exchange Notes
    Certain
    United States Federal Estate Tax Considerations for
    Non-United
    States Holders
    Information
    Reporting and Backup Withholding
  non-United non-United
  non-United
  non-United
 92




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##### Table of Contents




    is a United States person;
    is a foreign person which derives 50% or more of its gross
    income for certain periods from the conduct of a trade or
    business in the United States;
    is a controlled foreign corporation for U.S. federal income
    tax purposes; or
    is a foreign partnership that, at any time during its taxable
    year, has more than 50% of its income or capital interests owned
    by United States persons or is engaged in the conduct of a
    U.S. trade or business.    PLAN
    OF DISTRIBUTION
    
    you acquire the Exchange Notes in the ordinary course of your
    business; and
    you are not engaged in, and do not intend to engage in, and have
    no arrangement or understanding with any person to participate
    in, a distribution of Exchange Notes.    
    our affiliate, within the meaning of Rule 405
    under the Securities Act;
    a broker-dealer that acquired Outstanding Notes directly from
    us; or
    a broker-dealer that acquired Outstanding Notes as a result of
    market-making activities or other trading activities, unless you
    comply with the registration and prospectus delivery provisions
    of the Securities Act.        
    the issuance by the SEC of a stop order suspending the
    effectiveness of the registration statement to which this
    prospectus relates; 93




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##### Table of Contents




    during the period that we agreed to make this prospectus
    available to broker-dealers in connection with resales of
    Exchange Notes, this prospectus or the registration statement to
    which it relates does not conform in all material respects to
    the Securities Act and the Trust Indenture Act or contains
    an untrue statement of a material fact or omits to state any
    material fact required to be stated herein or therein or
    necessary to make the statements herein or therein not
    misleading in light of the circumstances then existing; or    
    in the over-the-counter market;
    in negotiated transactions;
    through the writing of options on the Exchange Notes; or
    a combination of those methods of resale.    
    market prices prevailing at the time of resale;
    prices related to prevailing market prices; or
    negotiated prices.  and/or
    TRANSFER
    RESTRICTIONS ON OUTSTANDING NOTES
    
    to qualified institutional buyers under
    Rule 144A under the Securities Act; and
    outside the United States in compliance with Regulation S
    under the Securities Act.   94




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##### Table of Contents



LEGAL
    MATTERS
    INDEPENDENT
    REGISTERED PUBLIC ACCOUNTING FIRM
    stock-based
  Form 10-Q
 95




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##### Table of Contents



Bristow Group Inc.
  $350,000,000
  Offer to Exchange
    registered
    71/2% Senior
    Notes due 2017
    for all outstanding
    71/2% Senior
    Notes due 2017
     PROSPECTUS




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##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 20.
    Indemnification
    of Directors and Officers.      nolo
    contendere
     II-1




---



##### Table of Contents



Item 21.
    Exhibits  Exhibits
  Incorporated by Reference toRegistration or

Form or



ExhibitExhibits

File Number

Report

Date

Number(3)Articles of Incorporation and By-laws(1)

Delaware Restated Certificate of Incorporation for Bristow Group
    Inc. dated August 2, 2007

001-31617

10-Q

August 2007

3(1)(2)

Amended and Restated By-laws for Bristow Group Inc.

001-31617

10-Q

June 2005

3(4)(3)

Articles of Organization of Air Logistics, L.L.C., dated
    October 6, 1997

333-107148

S-4

July 18, 2003

3.12(4)

Operating Agreement of Air Logistics, L.L.C., dated
    October 7, 1997, as amended

333-107148

S-4

July 18, 2003

3.13(5)

Articles of Incorporation of Air Logistics of Alaska, Inc.,
    dated November 26, 1974, as amended

333-107148

S-4

July 18, 2003

3.14(6)

Bylaws of Air Logistics of Alaska, Inc., dated January 2,
    1975

333-107148

S-4

July 18, 2003

3.15(7)

Certificate of Incorporation of Airlog International, Ltd. dated
    June 13, 2002(8)

Bylaws of Airlog International, Ltd. dated June 13, 2002(4)Instruments defining the rights of security holders including
    indentures(1)

Registration Rights Agreement dated December 19, 1996,
    between the Company and Caledonia Industrial and Services Limited

0-5232

10-Q

December 1996

4(3)(2)

Indenture, dated as of June 20, 2003, among the Company,
    the Guarantors named therein and U.S. Bank National Association,
    as Trustee

333-107148

S-4

July 18, 2003

4.1(3)

Registration Rights Agreement, dated as of June 20, 2003,
    among the Company and Credit Suisse First Boston LLC, Deutsche
    Bank Securities Inc., Robert W. Baird & Co.
    Incorporated, Howard Weil, A Division of Legg Mason Wood Walker,
    Inc., Jefferies & Company, Inc., and Johnson
    Rice & Company L.L.C.

333-107148

S-4

July 18, 2003

4.2 II-2




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##### Table of Contents



Incorporated by Reference toRegistration or

Form or



ExhibitExhibits

File Number

Report

Date

Number(4)

Form of 144A Global Note representing $228,170,000 Principal
    Amount of
    61/8% Senior
    Notes due 2013

333-107148

S-4

July 18, 2003

4.3(5)

Form of Regulation S Global Note representing $1,830,000
    Principal Amount of
    61/8% Senior
    Notes due 2013

333-107148

S-4

July 18, 2003

4.4(6)

Indenture, dated as of June 30, 2004, among the Company,
    the Guarantors named therein and U.S. Bank National Association
    as Trustee

001-31617

10-Q

June 2004

4.1(7)

Supplemental Indenture dated as of August 16, 2005, among
    the Company, as issuer, the Guarantors listed on the signature
    page, as guarantors, and U.S. Bank National Association as
    Trustee relating to the Companys
    61/8% Senior
    Notes due 2013.

001-31617

8-K

August 22, 2005

4(1)(8)

Indenture, dated June 13, 2007, among the Company, the
    Guarantors named therein and U.S. National Bank Association as
    Trustee relating to the
    71/2% Senior
    Notes due 2017.

001-31617

10-Q

June 2007

4.1(9)

Supplemental Indenture dated as of November 2, 2007 among
    the Company, as issuer, the Guarantors named therein, as
    guarantors, and U.S. Bank National Association as Trustee
    relating to the Companys
    71/2% Senior
    Notes due 2017.

001-31617

10-Q

October 2007

4.1(10)

Supplemental Indenture dated as of November 2, 2007 among
    the Company, as issuer, the Guarantors named therein, as
    guarantors, and U.S. Bank National Association as Trustee
    relating to the Companys
    61/8% Senior
    Notes due 2013.

001-31617

10-Q

October 2007

4.2(11)

Registration Rights Agreement, dated June 13, 2007, among
    the Company and Goldman, Sachs & Co., Credit Suisse
    Securities (USA) LLC, Banc of America Securities LLC,
    J.P. Morgan Securities Inc., Suntrust Robinson Humphrey and
    Wells Fargo Securities, LLC.

001-31617

10-Q

June 2007

4.2(12)

Form of 144A Global Note representing $299,000,000 principal
    amount of
    71/2% Senior
    Notes due 2017.

001-31617

10-Q

June 2007

4.3(13)

Form of Regulation S Global Note representing $1,000,000
    principal amount of
    71/2% Senior
    Notes due 2017.

001-31617

10-Q

June 2007

4.4(5)(1)

Opinion of Baker Botts L.L.P.(10)

Material Contracts(1)

Executive Welfare Benefit Agreement, similar agreement omitted
    pursuant to Instruction 2 to Item 601 of
    Regulation S-K*

33-9596

S-4

December 1986

10(ww) II-3




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##### Table of Contents



Incorporated by Reference toRegistration or

Form or



ExhibitExhibits

File Number

Report

Date

Number(2)

Executive Welfare Benefit Agreement, similar agreements are
    omitted pursuant to Instruction 2 to Item 601 of
    Regulation S-K*

33-9596

S-4

December 1986

10(xx)(3)

Offshore Logistics, Inc. 1994 Long-Term Management Incentive
    Plan*

33-87450

S-8

December 1994

84(4)

Indemnity Agreement, similar agreements with other directors of
    the Company are omitted pursuant to Instruction 2 to
    Item 601 of
    Regulation S-K.

0-5232

10-K

March 1997

10(14)(5)

Master Agreement dated December 12, 1996

0-5232

8-K

December 1996

2(1)(6)

Supplemental Letter Agreement dated December 19, 1996 to
    the Master Agreement

5-34191

13-D

April 1997

2(7)

Offshore Logistics, Inc. 1994 Long-Term Management Incentive
    Plan, as amended*

0-5232

10-K

March 1999

10(15)(8)

Offshore Logistics, Inc. 1991 Non-qualified Stock Option Plan
    for Non-employee Directors, as amended.*

33-50946

S-8

August 1992

4.1(9)

Offshore Logistics, Inc. 1994 Long-Term Management Incentive
    Plan, as amended.*

333-100017

S-8

September 2002

4.12(10)

Offshore Logistics, Inc. Deferred Compensation Plan*

001-31617

10-K

March 2004

10(18)(11)

Offshore Logistics, Inc. 2003 Nonqualified Stock Option Plan for
    Non-employee Directors*

333-115473

S-8

May 13, 2004

4(12)(12)

Offshore Logistics, Inc. 2004 Stock Incentive Plan*

001-31617

10-Q

September 2004

10(1)(13)

Employment Agreement with Richard Burman dated October 15,
    2004*

001-31617

10-K

March 2005

10(27)(14)

Agreement between Pilots Represented by Office and Professional
    Employees International Union, AFL-CIO and Offshore Logistics,
    Inc.*

001-31617

10-K

March 2005

10(28)(15)

New Helicopter Sales Agreement dated December 19, 2002
    between the Company and Sikorsky Aircraft Corporation
    (Sikorsky Agreement).+

001-31617

10-Q

June 2005

10(1)(16)

Amendment Number 1 to Sikorsky Agreement dated February 14,
    2003.+

001-31617

10-Q

June 2005

10(2)(17)

Amendment Number 2 to Sikorsky Agreement dated April 1,
    2003.+

001-31617

10-Q

June 2005

10(3)(18)

Amendment Number 3 to Sikorsky Agreement dated January 22,
    2004.+

001-31617

10-Q

June 2005

10(4)(19)

Amendment Number 4 to Sikorsky Agreement dated March 5,
    2004.+

001-31617

10-Q

June 2005

10(5)(20)

Amendment Number 5 to Sikorsky Agreement dated July 13,
    2004.+

001-31617

10-Q

June 2005

10(6) II-4




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##### Table of Contents



Incorporated by Reference toRegistration or

Form or



ExhibitExhibits

File Number

Report

Date

Number(21)

Amendment Number 6 to Sikorsky Agreement dated October 11,
    2004.+

001-31617

10-Q

June 2005

10(7)(22)

Amendment Number 7 to Sikorsky Agreement dated January 5,
    2005.+

001-31617

10-Q

June 2005

10(8)(23)

Amendment Number 8 to Sikorsky Agreement dated May 5, 2005.+

001-31617

10-Q

June 2005

10(9)(24)

Amendment Number 9 to Sikorsky Agreement dated June 14,
    2005.+

001-31617

10-Q

June 2005

10(10)(25)

Employment Agreement with Brian C. Voegele dated June 1,
    2005.*

001-31617

8-K

July 12, 2005

10(1)(26)

Form of Stock Option Agreement.*

001-31617

8-K/A

February 2, 2006

10(2)(27)

Form of Restricted Stock Agreement.*

001-31617

8-K/A

February 2, 2006

10(3)(28)

Employment Agreement effective as of June 1, 2005 between
    the Company and Michael R. Suldo.*

001-31617

8-K

February 8, 2006

10(1)(29)

Form of Aircraft Lease agreement between CFS Air, LLC and Air
    Logistics, L.L.C. (a Schedule I has been filed as part of
    this exhibit setting forth certain terms omitted from the Form
    of Aircraft Lease Agreement).

001-31617

10-Q

December 2005

10(2)(30)

Employment Agreement with Perry L. Elders dated
    February 16, 2006.*

001-31617

8-K

February 17, 2006

10(1)(31)

Amendment to Employment Agreement between the Company and
    Michael R. Suldo dated March 8, 2006.*

001-31617

8-K

March 13, 2006

10(1)(32)

Employment Agreement with Randall A. Stafford dated May 22,
    2006.*

001-31617

8-K

May 25, 2006

10(1)(33)

Amended and restated Employment Agreement between the Company
    and William E. Chiles dated June 6, 2006.*

001-31617

8-K

June 8, 2006

10(1)(34)

Amended and restated Employment Agreement between the Company
    and Mark Duncan dated June 6, 2006.*

001-31617

8-K

June 8, 2006

10(2)(35)

Form of Stock Option Agreement under 2003 Nonqualified Stock
    Option Plan for Non-employee Directors.*

001-31617

8-K

August 7, 2006

10(3)(36)

S-92 New
    Helicopter Sales Agreement dated as of May 19, 2006 between
    the Company and Sikorsky Aircraft Corporation.+

001-31617

8-K

August 8, 2006

10(1)(37)

Revolving Credit Agreement dated August 3, 2006.

001-31617

8-K

August 9, 2006

10(1)(38)

Letter of Credit Facility dated August 3, 2006.

001-31617

8-K

August 9, 2006

10(2)(39)

Bristow Group Inc. Fiscal Year 2007 Annual Incentive
    Compensation Plan.*

001-31617

8-K

August 17, 2006

10(1)(40)

Bristow Group Inc. Form of Severance Benefit Agreement.*

001-31617

8-K

February 22, 2007

10(1) II-5




---



##### Table of Contents



Incorporated by Reference toRegistration or

Form or



ExhibitExhibits

File Number

Report

Date

Number(41)

Consultancy Agreement with Peter N. Buckley.*

001-31617

8-K

February 22, 2007

10(2)(42)

Amendment to Employment Agreement with Richard Burman.*

001-31617

8-K

April 26, 2007

10(1)(43)

Bristow Group Inc. Fiscal Year 2008 Annual Incentive
    Compensation Plan.*

001-31617

8-K

May 8, 2007

10(1)(44)

Bristow Group Inc. 2007 Long Term Incentive Plan.*

001-31617

8-K

May 8, 2007

10(2)(45)

William E. Chiles Restricted Stock Award Documents.*

001-31617

8-K

May 8, 2007

10(3)(12)Statement re Computation of Ratios(15)KPMG Awareness Letter(21)Subsidiaries of Bristow Group Inc.(23)

(1)

Consent of KPMG LLP(2)

Consent of Baker Botts LLP
    (included in Exhibit 5.1)(24)Power of Attorney(25)Statement of Eligibility of Trustee(99)

(1)

Form of Letter to Depository Trust Company Participants(2)

Form of Letter to Client(3)

Form of Notice of Guaranteed Delivery(4)

Form of Letter of Transmittal     *
    
    Compensatory Plan or Arrangement
    
    Furnished herewith  +
    
    Confidential information has been omitted from this exhibit and
    filed separately with the SEC pursuant to a confidential
    treatment request under
    Rule 24(b)-2.  Item 22.
    Undertakings         II-6




---



##### Table of Contents



provided, however, Form S-3 Form F-3
                   II-7




---



##### Table of Contents



II-8




---



##### Table of Contents



SIGNATURES
    BRISTOW GROUP INC.
   By:
    /s/  Perry
    L. Elders   Executive Vice President and
 Chief Financial Officer
  SIGNATURES
    Signature

Title*William
    E. Chiles

Director, President and Chief Executive Officer
    (Principal Executive Officer)/s/  Perry
    L. EldersPerry
    L. Elders

Executive Vice President and Chief Financial Officer
    (Principal Financial Officer)/s/  Elizabeth
    D. BrumleyElizabeth
    D. Brumley

Vice President and Chief Accounting Officer
    (Principal Accounting Officer)*Thomas
    N. Amonett

Director*Charles
    F. Bolden, Jr.

Director*Peter
    N. Buckley

Director*Stephen
    J. Cannon

Director*Jonathan
    H. Cartwright

Director*Michael
    A. Flick

Director II-9




---



##### Table of Contents



Signature

Title*Thomas
    C. Knudson

Director*Ken
    C. Tamblyn

Director/s/  Randall
    A. Stafford*By:
    Randall A. Stafford
    (Attorney-in-Fact)  II-10




---



##### Table of Contents



SIGNATURES
    AIR LOGISTICS OF ALASKA, INC.
   By:
    /s/  Randall
    A. Stafford   Vice President
  SIGNATURES
    Signature

Title/s/  Randall
    A. StaffordRandall
    A. Stafford

Director/s/  Michael
    R. SuldoMichael
    R. Suldo

Director  II-11




---



##### Table of Contents



SIGNATURES
    AIR LOGISTICS, L.L.C.
   By: /s/  Randall
    A. Stafford   Manager
  SIGNATURES
    Signature

Title/s/  Randall
    A. StaffordRandall
    A. Stafford

Manager/s/  Michael
    R. SuldoMichael
    R. Suldo

Manager  II-12




---



##### Table of Contents



SIGNATURES
    AIRLOG INTERNATIONAL LTD.
   By: /s/  Randall
    A. Stafford   Vice President
  SIGNATURES
    Signature

Title/s/  Randall
    A. StaffordRandall
    A. Stafford

Director/s/  Joseph
    A. BajJoseph
    A. Baj

Director  II-13




---



##### Table of Contents



EXHIBITS LIST
  Incorporated by Reference toRegistration or

Form or



ExhibitExhibits

File Number

Report

Date

Number(3)Articles of Incorporation and By-laws(1)

Delaware Restated Certificate of Incorporation for Bristow Group
    Inc. dated August 2, 2007

001-31617

10-Q

August 2007

3(1)(2)

Amended and Restated By-laws for Bristow Group Inc.

001-31617

10-Q

June 2005

3(4)(3)

Articles of Organization of Air Logistics, L.L.C., dated
    October 6, 1997

333-107148

S-4

July 18, 2003

3.12(4)

Operating Agreement of Air Logistics, L.L.C., dated
    October 7, 1997, as amended

333-107148

S-4

July 18, 2003

3.13(5)

Articles of Incorporation of Air Logistics of Alaska, Inc.,
    dated November 26, 1974, as amended

333-107148

S-4

July 18, 2003

3.14(6)

Bylaws of Air Logistics of Alaska, Inc., dated January 2,
    1975

333-107148

S-4

July 18, 2003

3.15(7)

Certificate of Incorporation of Airlog International, Ltd. dated
    June 13, 2002(8)

Bylaws of Airlog International, Ltd. dated June 13, 2002(4)Instruments defining the rights of security holders including
    indentures(1)

Registration Rights Agreement dated December 19, 1996,
    between the Company and Caledonia Industrial and Services Limited

0-5232

10-Q

December 1996

4(3)(2)

Indenture, dated as of June 20, 2003, among the Company,
    the Guarantors named therein and U.S. Bank National Association,
    as Trustee

333-107148

S-4

July 18, 2003

4.1(3)

Registration Rights Agreement, dated as of June 20, 2003,
    among the Company and Credit Suisse First Boston LLC, Deutsche
    Bank Securities Inc., Robert W. Baird & Co.
    Incorporated, Howard Weil, A Division of Legg Mason Wood Walker,
    Inc., Jefferies & Company, Inc., and Johnson
    Rice & Company L.L.C.

333-107148

S-4

July 18, 2003

4.2(4)

Form of 144A Global Note representing $228,170,000 Principal
    Amount of
    61/8% Senior
    Notes due 2013

333-107148

S-4

July 18, 2003

4.3(5)

Form of Regulation S Global Note representing $1,830,000
    Principal Amount of
    61/8% Senior
    Notes due 2013

333-107148

S-4

July 18, 2003

4.4 II-14




---



##### Table of Contents



Incorporated by Reference toRegistration or

Form or



ExhibitExhibits

File Number

Report

Date

Number(6)

Indenture, dated as of June 30, 2004, among the Company,
    the Guarantors named therein and U.S. Bank National Association
    as Trustee

001-31617

10-Q

June 2004

4.1(7)

Supplemental Indenture dated as of August 16, 2005, among
    the Company, as issuer, the Guarantors listed on the signature
    page, as guarantors, and U.S. Bank National Association as
    Trustee relating to the Companys
    61/8% Senior
    Notes due 2013.

001-31617

8-K

August 22, 2005

4(1)(8)

Indenture, dated June 13, 2007, among the Company, the
    Guarantors named therein and U.S. National Bank Association as
    Trustee relating to the
    71/2% Senior
    Notes due 2017.

001-31617

10-Q

June 2007

4.1(9)

Supplemental Indenture dated as of November 2, 2007 among
    the Company, as issuer, the Guarantors named therein, as
    guarantors, and U.S. Bank National Association as Trustee
    relating to the Companys
    71/2% Senior
    Notes due 2017.

001-31617

10-Q

October 2007

4.1(10)

Supplemental Indenture dated as of November 2, 2007 among
    the Company, as issuer, the Guarantors named therein, as
    guarantors, and U.S. Bank National Association as Trustee
    relating to the Companys
    61/8% Senior
    Notes due 2013.

001-31617

10-Q

October 2007

4.2(11)

Registration Rights Agreement, dated June 13, 2007, among
    the Company and Goldman, Sachs & Co., Credit Suisse
    Securities (USA) LLC, Banc of America Securities LLC,
    J.P. Morgan Securities Inc., Suntrust Robinson Humphrey and
    Wells Fargo Securities, LLC.

001-31617

10-Q

June 2007

4.2(12)

Form of 144A Global Note representing $299,000,000 principal
    amount of
    71/2% Senior
    Notes due 2017.

001-31617

10-Q

June 2007

4.3(13)

Form of Regulation S Global Note representing $1,000,000
    principal amount of
    71/2% Senior
    Notes due 2017.

001-31617

10-Q

June 2007

4.4(5)(1)Opinion of Baker Botts L.L.P.(10)Material Contracts(1)

Executive Welfare Benefit Agreement, similar agreement omitted
    pursuant to Instruction 2 to Item 601 of
    Regulation S-K*

33-9596

S-4

December 1986

10(ww) II-15




---



##### Table of Contents



Incorporated by Reference toRegistration or

Form or



ExhibitExhibits

File Number

Report

Date

Number(2)

Executive Welfare Benefit Agreement, similar agreements are
    omitted pursuant to Instruction 2 to Item 601 of
    Regulation S-K*

33-9596

S-4

December 1986

10(xx)(3)

Offshore Logistics, Inc. 1994 Long-Term Management Incentive
    Plan*

33-87450

S-8

December 1994

84(4)

Indemnity Agreement, similar agreements with other directors of
    the Company are omitted pursuant to Instruction 2 to
    Item 601 of
    Regulation S-K.

0-5232

10-K

March 1997

10(14)(5)

Master Agreement dated December 12, 1996

0-5232

8-K

December 1996

2(1)(6)

Supplemental Letter Agreement dated December 19, 1996 to
    the Master Agreement

5-34191

13-D

April 1997

2(7)

Offshore Logistics, Inc. 1994 Long-Term Management Incentive
    Plan, as amended*

0-5232

10-K

March 1999

10(15)(8)

Offshore Logistics, Inc. 1991 Non-qualified Stock Option Plan
    for Non-employee Directors, as amended.*

33-50946

S-8

August 1992

4.1(9)

Offshore Logistics, Inc. 1994 Long-Term Management Incentive
    Plan, as amended.*

333-100017

S-8

September 2002

4.12(10)

Offshore Logistics, Inc. Deferred Compensation Plan*

001-31617

10-K

March 2004

10(18)(11)

Offshore Logistics, Inc. 2003 Nonqualified Stock Option Plan for
    Non-employee Directors*

333-115473

S-8

May 13, 2004

4(12)(12)

Offshore Logistics, Inc. 2004 Stock Incentive Plan*

001-31617

10-Q

September 2004

10(1)(13)

Employment Agreement with Richard Burman dated October 15,
    2004*

001-31617

10-K

March 2005

10(27)(14)

Agreement between Pilots Represented by Office and Professional
    Employees International Union, AFL-CIO and Offshore Logistics,
    Inc.*

001-31617

10-K

March 2005

10(28)(15)

New Helicopter Sales Agreement dated December 19, 2002
    between the Company and Sikorsky Aircraft Corporation
    (Sikorsky Agreement).+

001-31617

10-Q

June 2005

10(1)(16)

Amendment Number 1 to Sikorsky Agreement dated February 14,
    2003.+

001-31617

10-Q

June 2005

10(2)(17)

Amendment Number 2 to Sikorsky Agreement dated April 1,
    2003.+

001-31617

10-Q

June 2005

10(3)(18)

Amendment Number 3 to Sikorsky Agreement dated January 22,
    2004.+

001-31617

10-Q

June 2005

10(4)(19)

Amendment Number 4 to Sikorsky Agreement dated March 5,
    2004.+

001-31617

10-Q

June 2005

10(5) II-16




---



##### Table of Contents



Incorporated by Reference toRegistration or

Form or



ExhibitExhibits

File Number

Report

Date

Number(20)

Amendment Number 5 to Sikorsky Agreement dated July 13,
    2004.+

001-31617

10-Q

June 2005

10(6)(21)

Amendment Number 6 to Sikorsky Agreement dated October 11,
    2004.+

001-31617

10-Q

June 2005

10(7)(22)

Amendment Number 7 to Sikorsky Agreement dated January 5,
    2005.+

001-31617

10-Q

June 2005

10(8)(23)

Amendment Number 8 to Sikorsky Agreement dated May 5, 2005.+

001-31617

10-Q

June 2005

10(9)(24)

Amendment Number 9 to Sikorsky Agreement dated June 14,
    2005.+

001-31617

10-Q

June 2005

10(10)(25)

Employment Agreement with Brian C. Voegele dated June 1,
    2005.*

001-31617

8-K

July 12, 2005

10(1)(26)

Form of Stock Option Agreement.*

001-31617

8-K/A

February 2, 2006

10(2)(27)

Form of Restricted Stock Agreement.*

001-31617

8-K/A

February 2, 2006

10(3)(28)

Employment Agreement effective as of June 1, 2005 between
    the Company and Michael R. Suldo.*

001-31617

8-K

February 8, 2006

10(1)(29)

Form of Aircraft Lease agreement between CFS Air, LLC and Air
    Logistics, L.L.C. (a Schedule I has been filed as part of
    this exhibit setting forth certain terms omitted from the Form
    of Aircraft Lease Agreement).

001-31617

10-Q

December 2005

10(2)(30)

Employment Agreement with Perry L. Elders dated
    February 16, 2006.*

001-31617

8-K

February 17, 2006

10(1)(31)

Amendment to Employment Agreement between the Company and
    Michael R. Suldo dated March 8, 2006.*

001-31617

8-K

March 13, 2006

10(1)(32)

Employment Agreement with Randall A. Stafford dated May 22,
    2006.*

001-31617

8-K

May 25, 2006

10(1)(33)

Amended and restated Employment Agreement between the Company
    and William E. Chiles dated June 6, 2006.*

001-31617

8-K

June 8, 2006

10(1)(34)

Amended and restated Employment Agreement between the Company
    and Mark Duncan dated June 6, 2006.*

001-31617

8-K

June 8, 2006

10(2)(35)

Form of Stock Option Agreement under 2003 Nonqualified Stock
    Option Plan for Non-employee Directors.*

001-31617

8-K

August 7, 2006

10(3)(36)

S-92 New
    Helicopter Sales Agreement dated as of May 19, 2006 between
    the Company and Sikorsky Aircraft Corporation.+

001-31617

8-K

August 8, 2006

10(1)(37)

Revolving Credit Agreement dated August 3, 2006.

001-31617

8-K

August 9, 2006

10(1)(38)

Letter of Credit Facility dated August 3, 2006.

001-31617

8-K

August 9, 2006

10(2) II-17




---



##### Table of Contents



Incorporated by Reference toRegistration or

Form or



ExhibitExhibits

File Number

Report

Date

Number(39)

Bristow Group Inc. Fiscal Year 2007 Annual Incentive
    Compensation Plan.*

001-31617

8-K

August 17, 2006

10(1)(40)

Bristow Group Inc. Form of Severance Benefit Agreement.*

001-31617

8-K

February 22, 2007

10(1)(41)

Consultancy Agreement with Peter N. Buckley.*

001-31617

8-K

February 22, 2007

10(2)(42)

Amendment to Employment Agreement with Richard Burman.*

001-31617

8-K

April 26, 2007

10(1)(43)

Bristow Group Inc. Fiscal Year 2008 Annual Incentive
    Compensation Plan.*

001-31617

8-K

May 8, 2007

10(1)(44)

Bristow Group Inc. 2007 Long Term Incentive Plan.*

001-31617

8-K

May 8, 2007

10(2)(45)

William E. Chiles Restricted Stock Award Documents.*

001-31617

8-K

May 8, 2007

10(3)(12)Statement re Computation of Ratios(15)KPMG Awareness Letter(21)Subsidiaries of Bristow Group Inc.(23)

(1)

Consent of KPMG LLP(2)

Consent of Baker Botts LLP (included in Exhibit 5.1)(24)Power of Attorney(25)Statement of Eligibility of Trustee(99)

(1)

Form of Letter to Depository Trust Company Participants(2)

Form of Letter to Client(3)

Form of Notice of Guaranteed Delivery(4)

Form of Letter of Transmittal     *
    
    Compensatory Plan or Arrangement
    
    Furnished herewith  +
    
    Confidential information has been omitted from this exhibit and
    filed separately with the SEC pursuant to a confidential
    treatment request under
    Rule 24(b)-2. II-18