UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Amendment No. 1
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of Earliest event reported): November 30, 2004
Commission File No. 0-5014
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AEROTELESIS INC.
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(Name of Small Business Issuer in its charter)
Delaware 95-2554669
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1554 S. Sepulveda Blvd. Suite 118, Los Angeles CA 90025
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number: (310) 235-1727
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Item 7. Financial Statements and Exhibits.
(a) Letter from Jagan Narayanan.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
December 3, 2004 AEROTELESIS INC.
/s/ Joseph Gutierrez
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Joseph Gutierrez, President
12/17/2004
Claudia J. Zaman
Attorney at Law
6083 Weeping Banyan Lane
Woodland Hills CA 91367
Re: Response to aeroTelesis, Inc. Form 8-K
filed December 6, 2004
Dear Ms. Zaman:
Thank you for providing me with a copy of the Form 8-K filed by
aeroTelesis, Inc., following the Board of Directors' action taken on November
30, 2004 purportedly removing me as a director and terminating my employment as
Chairman and Chief Executive Officer. Pursuant to Rule 5.02 (a)(3)(iii), I ask
that you attach this letter as an amendment to corporation's Form 8-K.
During the course of my employment with aeroTelesis, I was assured by you
as the corporation's attorney and other representatives of the corporation that
aeroTelesis' chief asset was a licensing agreement which was listed in our
financial statements as being worth $2,700,000.00. I was also assured by you,
our auditor and other representatives of the corporation that aeroTelesis had
complied with all legal requirements imposed on it by both Federal and State
law.
Notwithstanding these assurances, I began to see signs of financial
problems. The chief problem was aeroTelesis' inability to pay my salary on a
timely basis. I was also receiving information from the inventor of aeroTelesis'
chief asset that aeroTelesis' licensing agreement was no longer valid because,
according to the inventor, the original licensor had not complied with the terms
and conditions of the inventor's license. This would necessarily affect the
original licensor's ability to grant a license to aeroTelesis. In fulfilling my
duties as CEO and as a member of the board of directors, I asked you for certain
corporate documents to be provided to me so that I could judge for myself
whether aeroTelesis's financial condition was fairly stated and most
importantly, whether our license continued to have the value that aeroTelesis
had assigned to it in our Form 10-K statements.
Instead of providing the documentation I requested, the you and the two
other members of the board of directors convened a board of directors meeting to
discuss my concerns and to determine whether I should be removed from the board.
At the board of directors meeting held on November 30, 2004, the issues I raised
were not addressed and the meeting concluded by a 2- 0 vote to remove me from
the board of directors and to terminate my employment.
As a result of the above described actions of a majority of the board of
directors of aeroTelesis, Inc., and the failure to provide me with the documents
I requested, I have serious doubts that the financial information contained in
aeroTelesis' last 10-K was fairly stated.
Very truly yours,
/s/ Jagan Narayanan
Jagan Narayanan
Former Chairman of the Board of Directors
And Chief Executive Officer of aeroTelesis, Inc.
32400 Seaside Dr
Union City, CA 94587
510-441-9089 (Tel)
cc: Ronald J. Palmieri, Special Counsel for aeroTelesis, Inc.
Joseph Gutierrez, member, Board of Directors
Dr. Christopher Cox, member, Board of Directors