UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
Commission File Number: 0-5014
AEROTELESIS, INC.
----------------
(Name of Small Business Issuer in its charter)
Delaware 95-2554669
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1554 S Sepulveda Blvd. Suite 118, Los Angeles, CA 90025
(Address of principal executive offices)(Zip Code)
Issuer's telephone number: (310) 235-1727
Indicate by check mark if the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. |X| Yes |_| No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. |_| Yes |_| No
APPLICABLE ONLY TO CORPORATE ISSUERS
State number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding at September 30, 2004
Common Stock, $.00008 83,183,129 shares
par value -----------------
Outstanding Securities
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
AEROTELESIS, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying unaudited financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and Item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The accompanying statements should be read in conjunction with the audited
financial statements for the year ended March 31, 2004. In the opinion of
management, all adjustments (consisting only of normal occurring accruals)
considered necessary in order to make the financial statements not misleading,
have been included. Operating results for the three months ended September 30,
2004 are not necessarily indicative of results that may be expected for the year
ending March 31, 2005. The financial statements are presented on the accrual
basis.
AEROTELESIS INC.
(A Development Stage Enterprise)
Statement of Stockholders' Equity
Deficit
Accumulated
Preferred Common During the
Common Preferred $0.0001 $0.00008 Paid-In Development
Shares Shares Par Value Par Value Capital Stage
----------- ----------- ----------- ----------- ----------- -----------
Balance, April 1, 2002 5,474,826 -- -- 438 973,017
--------------------------------------------------------------------------------------
Net Income
----------- ----------- ----------- ----------- -----------
Balance, March 31, 2003 5,474,826 -- -- 438 973,017
--------------------------------------------------------------------------------------
Prior capital replaced by aeroTelesis (438)
Philippines capital under reverse
takeover accounting
Transferred to Additional Paid in Capital (912,671)
Curent capital replaced by aeroTelesis 75,000,000 6,000 1,606,225
Philippines capital upon consolidation
under reverse takeover accounting
March 1, 2004
Stock Issued for License Agreements 200,000 16 999,984
March 31, 2004
Stock Issued for Debt 613,832 49 613,783
Net Loss (581,684)
--------------------------------------------------------------------------------------
Balance, March 31, 2004 81,288,658 6,065 3,280,338 (581,684)
======================================================================================
June 16, 2004
Stock Dividend 1,610,174 129 (129) --
June 30, 2004
Stock Issued for Debt 187,113 15 187,098
Net Loss (162,952)
--------------------------------------------------------------------------------------
Balance, March 31, 2004 83,085,945 6,209 3,467,307 (744,636)
======================================================================================
July 12, 2004
Stock Issued for Services 2,168 0 10,000 --
Sept 20, 2004
Stock Issued for Services 6,000 0 30,000
September 30, 2004
Stock Issued for Debt 89,016 6 89,010
Net Loss (188,354)
--------------------------------------------------------------------------------------
Balance, September 30, 2004 83,183,129 6,216 3,596,317 (932,990)
======================================================================================
Accumulated Stockholders'
Deficit Equity
----------- -----------
Balance, April 1, 2002 (979,515) (6,060)
--------------------------
Net Income 82,946 82,946
----------- -----------
Balance, March 31, 2003 (896,569) 76,886
--------------------------
Prior capital replaced by aeroTelesis (16,102) (16,540)
Philippines capital under reverse
takeover accounting
Transferred to Additional Paid in Capital 912,671 --
Curent capital replaced by aeroTelesis 1,612,225
Philippines capital upon consolidation
under reverse takeover accounting
March 1, 2004
Stock Issued for License Agreements 1,000,000
March 31, 2004
Stock Issued for Debt 613,832
Net Loss -- (581,684)
--------------------------
Balance, March 31, 2004 -- 2,704,719
==========================
June 16, 2004
Stock Dividend
June 30, 2004
Stock Issued for Debt 187,113
Net Loss (162,952)
--------------------------
Balance, March 31, 2004 -- 2,728,880
==========================
July 12, 2004
Stock Issued for Services 10,000
Sept 20, 2004
Stock Issued for Services 30,000
September 30, 2004
Stock Issued for Debt 89,016
Net Loss (188,354)
--------------------------
Balance, September 30, 2004 -- 2,669,542
==========================
AEROTELESIS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 30 MARCH 31
2004 2004
----------- -----------
ASSETS
Current Assets:
Cash $ 7,589 $ 10,687
Accounts Receivable 8,535 --
Inventory 4,630 --
Prepaid Expenses 488 1,463
----------- -----------
Total Current Assets 21,242 12,150
Fixed Assets:
Furniture & Equipment, net 72,307 37,239
Other Assets:
Deposit 18,768 17,832
License 2,698,781 2,698,781
----------- -----------
Total Other Assets 2,717,549 2,716,613
----------- -----------
Total Assets $ 2,811,098 $ 2,766,002
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 141,556 $ 61,283
----------- -----------
Total Current Liabilities 141,556 61,283
Commitments and Contigencies -- --
Stockholders' Equity
Preferred Stock, $.0001 par value, 2,000,000 shares -- --
authorized; none issued and outstanding
Common stock, $.00008 par value, 200,000,000 shares 6,216 6,065
authorized; 83,183,129 and 81,288,688 shares issued and
outstanding
Additional paid-in capital 3,596,316 3,280,338
Accumulated deficit during the development stage (932,990) (581,684)
----------- -----------
Total Stockholders' Equity 2,669,542 2,704,719
----------- -----------
Total Liabilities and Stockholders' Equity $ 2,811,098 $ 2,766,002
=========== ===========
See accompanying notes to Financial Statements.
2
AEROTELESIS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended
September 30 September 30 September 30 September 30
---------------------------------------------------------------------
2004 2003 2004 2003
------------------------------- -------------------------------
Revenues:
Revenue $ 105,535 $ 30,000 $ 226,545 $ 60,000
------------------------------- -------------------------------
Total revenues 105,535 30,000 226,545 60,000
Operating Expenses:
Cost of Revenues 5,882 -- 5,882 --
Legal & Professional Fees 144,481 41,245 273,381 66,621
Rent 31,926 58,187
Salaries 76,121 119,658
Travel 7,064 50,806
General and Administrative 28,415 6,186 69,937 9,919
------------------------------- -------------------------------
293,889 47,431 577,851 76,540
------------------------------- -------------------------------
Income (Loss) from operations (188,354) (17,431) (351,306) (16,540)
------------------------------- -------------------------------
Provision for Income Taxes:
Income Tax Benefit (Expense) -- -- -- --
Net Income (Loss) $ (188,354) $ (17,431) $ (351,306) $ (16,540)
=============================== ===============================
Loss per common share:
From operations $ (0.00) $ (0.00) $ (0.00) $ (0.00)
------------------------------- -------------------------------
Weighted average common shares outstanding 81,550,720 5,474,826 81,550,720 5,474,826
=============================== ===============================
See accompanying notes to Financial Statements.
3
AEROTELESIS, INC.
(A Development Stage Enterprise)
Statements of Cash Flows
(Unaudited)
Six Months Ended
September 30 September 30
----------------------------
2004 2003
----------------------------
Cash Flows from Operating Activities:
Net Income $(351,306) $ (16,540)
Stock Issued for Services 40,000 --
Adjustments to Reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Depreciation 10,934 --
Accounts Receivable (8,535) 16,000
Inventory (4,630)
Accounts Payable 80,273 5,936
Prepaid Expenses 975
Deposit (936) --
--------- ---------
Net Cash provided by (used in) Operating Activities $(233,225) $ 5,396
Cash Flows from Investing Activities:
Fixed Assets (46,002) (18,105)
--------- ---------
Net Cash provided by (used in) Investing Activities $ (46,002) $ (18,105)
Cash Flows from Financing Activities:
Common Stock 276,129 --
--------- ---------
Net Cash provided by (used in) Financing Activities $ 276,129 $ --
Net Increase (Decrease) in cash and cash equivalents (3,098) (12,709)
Cash at beginning of period $ 10,687 $ 12,989
========= =========
Cash at end of period $ 7,589 $ 280
========= =========
Supplemental disclosure:
Total interest paid $ -- $ --
========= =========
Stock Issued for Services $ 40,000 $ --
========= =========
See accompanying notes to Financial Statements.
4
AEROTELESIS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
NOTE 1- BASIS OF PRESENTATION
GENERAL
The consolidated unaudited interim financial statements of the Company as of
September 30, 2004 and for the three and six months ended September 30, 2004 and
2003, included herein have been prepared in accordance with the instructions for
Form 10QSB under the Securities Exchange Act of 1934, as amended, and Article 10
of Regulation S-X under the Securities Act of 1933, as amended. The March 31,
2004 Balance Sheet was derived from audited financial statements, but does not
include all disclosures required by generally accepted accounting principles.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations relating
to interim consolidated financial statements.
In the opinion of management, the accompanying unaudited interim financial
statements reflect all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial position of the Company
at September 30, 2004 and March 31, 2004, and the results of their operations
for the three and six months ended September 30, 2004 and 2003, and their cash
flows for the three months ended September 30, 2004 and 2003.
The results of operations for such periods are not necessarily indicative of
results expected for the full year or for any future period. These financial
statements should be read in conjunction with the audited financial statements
as of March 31, 2004 and related notes included in the Company's Form 10-KSB
filed with the Securities and Exchange Commission
ORGANIZATION
AeroTelesis, Inc. ("the Company") was incorporated under the laws of the State
of Delaware in 1968 for the purpose to promote and carry on any lawful business
for which a corporation may be incorporated under the laws of the State of
Delaware. The company has a total of 200,000,000 authorized common shares with a
par value of $.00008 and 2,000,000 preferred shares with a par value of $.001
per share and with 83,183,129 common shares issued and outstanding and no
preferred shares issued and outstanding as of September 30, 2004. The Company
filed an amendment of its Certificate of Incorporation with the State of
Delaware to increase the authorized shares from 20,000,000 authorized common
shares to 200,000,000 authorized shares and to change its par value from $.0001
to $.00008 in March 2003. Also, on September 12, 2003, the Company approved a
one-to-two forward stock split of the common stock shares. Additionally, the
Company, on October 22, 2003, filed an amendment to the Articles of
Incorporation with the State of Delaware to change the name of the Company to
AeroTelesis, Inc.
BASIS OF PREPARATION AND PRESENTATION:
The accompanying consolidated financial statements have been prepared to reflect
the legal acquisition on October 2, 2003 of aeroTelesis Philippines Inc ("ATP")
by aeroTelesis Inc.. formerly Pacific Realm Inc. ("Company") (the
"Acquisition"). The consolidated financial statements of the Company give effect
to the Acquisition under which the shareholders of ATP exchanged all of their
common shares of ATP for common shares of the Company.
Notwithstanding its legal form, the Acquisition has been accounted for as a
reverse takeover, as the former shareholders of ATP own in aggregate
approximately 90% of the common shares of the Company, and so are now the
majority shareholders of the Company. Also, as the Company was a company with
nominal net non-monetary assets, the Acquisition has been accounted for as an
AEROTELESIS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)
BASIS OF PREPARATION AND PRESENTATION (CON'T)
issuance of stock by the Company accompanied by a recapitalization
As required under reverse takeover accounting, these financial statements have
been issued under the name of the Company and reflect the share capital
structure of ATP. However, they reflect the financial statements of ATP and
account for the Acquisition as an acquisition of the Company by ATP. The
consolidated financial statements therefore include:
(a) a consolidated balance sheet prepared from the unaudited balance
sheets of the Company and ATP at September 30, 2004 and March 31,
2004.
(b) consolidated statements of operations, cash flows and changes in
shareholders' equity (deficit) prepared from the unaudited
statements of operations, cash flows and changes in shareholders'
equity (deficit) of the Company for the three and six months ended
September 30, 2004 and the three and six months ended September 30,
2003 for ATP. The results of operations and cash flows changes in
shareholders' equity (deficit) of the Company and ATP are included
commencing October 3, 2003, the date of the Acquisition.
ACCOUNTING METHOD
The Company's financial statements are prepared using the accrual method of
accounting. Revenues are recognized when consulting engagements have been earned
and completed and expenses when incurred on the related consulting engagements.
Since the consulting engagements are usually less than one year, the Company
recognizes its revenues when the engagements are completed. This method is used
because the typical contract is completed in six months or less and does not
contain a refund provision in the contract. An engagement is considered complete
when all costs except significant items have been incurred. Revenues from time
contracts are recognized currently as the work is performed. Losses on contract
are recognized by expenses the actual expenses on the completed job.
EARNINGS PER COMMON SHARE
The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods.
Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.
Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive securities
having an anti-dilutive effect on diluted earnings per share are excluded from
the calculation.
AEROTELESIS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
NOTE 2 - COMMON STOCK
The company has a total of 200,000,000 authorized common shares and 2,000,000
preferred shares with a par value of $.00008 per share and with 83,183,129
common shares issued and outstanding and no preferred shares issued and
outstanding as of September 30, 2004.
The Company issued a stock dividend effect June 16, 2004. A total of 1,610,174
shares were issued. The shares were recorded at par value since the retained
earnings is at a deficit.
On September 30, 2004, the Company agreed to issue 89,016 shares of common stock
to Nations Mobile Network Ltd. ("Nations"). to convert the outstanding balance
of the advances for the quarter ended September 30, 2004 on the line of credit
along with accrued interest to equity.
During the quarter ended September 30, 2004 the Company issued 8,168 common
shares for legal services that was valued at $40,000.
NOTE 3 - LONG TERM DEBT
On September 25, 2003, the Company entered into a loan agreement with Nations
for a line of credit up to $1,000,000 for a period of twelve months as a working
capital loan. The loan agreement contained an interest provision of 7% to be
accrued quarterly. The Company issued warrants (at fair vaule on the commitment
date) to Nations for 1,000,000 shares to be used to convert the debt to common
stock at the rate of $1.00 per share. These warrants were valued using the Black
Scholes option pricing model; the relative fair value was insigificant when
granted. On September 30, 2004, the Company issued 89,016 shares of common stock
for the outstanding principle and accrued interest for the quarter ended..
NOTE 4 - COMMITMENT AND CONTINGENCIES
The Company has not recognized any commitments or contingencies at this time.
AEROTELESIS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]
Item 2. Management's Discussion and Analysis or Plan of Operation
Except for disclosures that report the Company's historical results, the
statements set forth in this section are forward-looking statements. Actual
results may differ materially from those projected in the forward-looking
statements. Additional information concerning factors that may cause actual
results to differ materially from those in the forward-looking statements are in
the Company's annual report on Form 10-KSB for the year ended March 31, 2004 and
in the Company's other filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company assumes no
obligation to update any forward-looking statements or comments on the reasons
why actual results may differ there from.
Results of Operations
The Company realized a net loss of ($188,354) from operations for the
three month period ended September 30, 2004 compared to a net loss of ($17,431)
for the three month period ended September 30, 2003. The difference in results
for this three month period as compared to the prior year is due to the
Company's increased operating expenses for the quarter compared to the prior
year. For the three month period ended September 30, 2004, the Company had
revenue of approximately $105,535, composed of consulting and equipment sales
income compared to $30,000 in revenues for the three month period ended
September 30, 2003. The net loss per share for the three month period ended
September 30, 2004 was nil per share compared to a net loss per share of nil for
the three month period ended September 30, 2003.
The Company had costs and expenses of approximately $294,000 for the three
month period ended September 30, 2004 compared to costs and expenses of
approximately $47,000 for the three month period ended September 30, 2003. The
Company's expenses consist of legal and professional fees, including consulting
fees, of approximately $144,481, rent of approximately $32,000, salary expenses
of approximately $76,000, travel expenses of approximately $7,000,general and
administrative expenses of approximately $28,000, and cost of revenues of
approximately $6,000.
The Company realized a net loss of ($351,306) from operations for the six
month period ended September 30, 2004 compared to a net loss of ($16,540) for
the six month period ended September 30, 2003. For the six month periods ended
September 30, 2004 and 2003, the Company had revenues of $226,545 and $60,000
respectively, composed of equipment sales and consulting income. The net loss
per share for the six month period ended September 30, 2004 was nil compared to
a net loss of nil for the six month period ended September 30, 2003.
The Company had costs and expenses of approximately $578,000 for the six
month period ended September 30, 2004 compared to costs and expenses of
approximately $77,000 for the six month period ended September 30, 2003. The
Company's expenses consist of legal and professional fees and general and
administrative expenses. The increase in expenses is due to the increased costs
of operating as the Company's revenues have increased along with increased
professional expenses due to the Company's resumption of periodic reporting
under the Securities Exchange Act of 1934.
The Company's assets at June 30, 2004 were $2,811,098 compared to assets
of $2,766,002 at March 31, 2004. The difference is due to the Company's
acquisition of inventory and equipment during the quarter as well as the
Company's accounts receivables for the quarter. At September 30, 2004, the
Company's current assets were comprised of cash of approximately $8,000, $500 in
prepaid expenses, accounts receivable of $8,500, and $4,630 in inventory,
compared to cash of approximately $11,000 and $1,463 in prepaid expenses at
March 31, 2004. The Company's fixed assets at September 30, 2004 are furniture
and equipment of approximately $72000, the Company's Other Assets are a deposit
of $18,768 and a license of approximately $2,700,000 compared to fixed assets at
March 31, 2004 that included furniture and equipment of approximately 37,000 and
Other assets that included a deposit of $17,832 and a license of approximately
$2,700,000.
The Company's liabilities at September 30, 2004 were approximately
$142,000, comprised of accounts payable. The Company's liabilities at March 31,
2004 were approximately $61,000. The increase in liabilities is due to the
Company's increased operating expenses.
Total shareholders' (deficit) increased from ($581,684) at March 31, 2004
to ($932,990) at September 30, 2004.
Liquidity and Capital Resources
As of September 30, 2004, the Company had negative working capital of
approximately ($121,000) consisting of approximately $21,000 in current assets
and $142,000 in current liabilities. The Company had negative working capital of
approximately ($49,000) at March 31, 2004 consisting of current assets of
approximately $12,000 and $61,000 in current liabilities. The Company has a line
of credit of $1,000,000 available to it to pay its operating and other expenses.
As a result, the Company believes that it has adequate working capital for its
current operations. However, the Company may seek additional sources of
financing, including seeking to raise capital, to fund its operations for the
fiscal year, If the need arises to increase the growth of the Company.
Effect of Inflation
The Company's results of operations have not been affected by inflation
and management does not expect inflation to have a significant effect on its
operations in the future.
New Accounting Pronouncements
In April 2002, the FASB approved for issuance Statements of Financial
Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44 and 64,
Amendment of SFAS 13, and Technical Corrections" ("SFAS 145"). SFAS 145 rescinds
previous accounting guidance, which required all gains and losses from
extinguishment of debt be classified as an extraordinary item. Under SFAS 145
classification of debt extinguishment depends on the facts and circumstances of
the transaction. SFAS 145 is effective for fiscal years beginning after May 15,
2002 and is not expected to have a material effect on the Company's financial
position or results of its operations.
In July 2002, the FASB issued Statements of Financial Accounting Standards
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"(SFAS
146). SFAS 146 requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Examples of costs covered by SFAS 146
include lease termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, plant closing, or other
exit or disposal activity. SFAS 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. The adoption of SFAS 146
is not expected to have a material effect on the Company's financial position or
results of its operations.
In December 2002, the FASB issued Statements of Financial Accounting
Standards No. 148 "Accounting for Stock-Based Compensation--Transition and
Disclosure--an amendment of FASB Statement No. 123." This Statement amends FASB
Statement No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
Statement amends the disclosure requirements of Statement 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The adoption of SFAS 148 is not expected to
have a material effect on the Company's financial position or results of its
operations.
ITEM 3. CONTROLS AND PROCEDURES
Based on the evaluation of the Company's disclosure controls and procedures by
Mr. Joseph Gutierrez, president and chief accounting officer of the Company, as
of a date within 90 days of the filing date of this quarterly report, such
officer has concluded that the Company's disclosure controls and procedures are
effective in ensuring that information required to be disclosed by the Company
in the reports that it files or submits under the Securities and Exchange Act of
1934, as amended, is recorded, processed, summarized and reported, within the
time period specified by the Securities and Exchange Commission's rules and
forms.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II OTHER INFORMATION
Items 1, 2, 3, 4 and 5 are Inapplicable
Item No. 6 - Exhibits and Reports on Form 8-K
(a) A report on Form 8-K was filed on June 8, 2004 and was the only report on
Form 8-K filed during the three months ended June 30, 2004.
(b) Exhibits
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
November 22, 2004 AEROTELESIS, INC.
By/s/ Joseph Gutierrez
----------------------
Joseph Gutierrez, President, CFO