UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                          Commission File Number 0-5014


                           NOTIFICATION OF LATE FILING


(Check One): [x] Form 10-K   [_] Form 11-K   [_] Form 20-F    [ ] Form 10-Q
             [_] Form 10-D   [_] Form N-SAR  [_] Form N-CSR

                           For Period Ended: 03-31-06

|_|   Transition Report on Form 10-K

|_|   Transition Report on Form 20-F

|_|   Transition Report on Form 11-K

|_|   Transition Report on Form 10-Q

|_|   Transition Report on Form N-SAR

      For the Transition Period Ended:

      Read attached  instruction  sheet before  preparing form.  Please print or
type.

      Nothing in this form shall be construed to imply that the  Commission  has
verified any information contained herein.

      If the  notification  relates to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates:



                                     PART I
                             REGISTRANT INFORMATION

 aeroTelesis, Inc.
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Full Name of Registrant



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Former Name if Applicable


 11150 W. Olympic Blvd. Suite 860
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Address of Principal Executive Office (Street and Number)
 Los Angeles, Ca. 90064
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City, State and Zip Code



                                     PART II
                             RULE 12b-25(b) AND (c)

      If the subject  report could not be filed without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

        [X] (a)   The reasons described in reasonable detail in Part III of this
                  form could not be eliminated  without  unreasonable  effort or
                  expense;

        [X](b)    The subject  annual  report,  semi-annual  report,  transition
                  report on Form 10-K,  Form 20-F, Form 11-K, Form N-SAR or Form
                  N-CSR,  or  portion  thereof  will be filed on or  before  the
                  fifteenth  calendar day following the  prescribed due date; or
                  the subject quarterly report or transition report on Form 10-Q
                  or  subject  distribution  report  on Form  10-D,  or  portion
                  thereof  will be filed on or  before  the fifth  calendar  day
                  following the prescribed due date; and

        |_| (c)   The  accountant's  statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.



10KSB


                                    PART III
                                    NARRATIVE

      State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, 10-D,
N-SAR, N-CSR, or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

      Due to  unforseeable  circumstances  which caused a delay in preparing the
financial  statements  for the fiscal year ended March 31, 2006,  the Registrant
respectfully  requests an  extension  of the fling date of its Annual  Report on
Form 10-KSB for the period ended March 31, 2006.


                                     PART IV
                                OTHER INFORMATION

(1)   Name  and  telephone  number  of  person  to  contact  in  regard  to this
      notification

      Joseph Gutierrez                 (310)                   235-1727
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         (Name)                      (Area Code)         (Telephone Number)

(2)   Have all other periodic  reports required under Section 13 or 15(d) of the
      Securities  Exchange Act of 1934 or Section 30 of the  Investment  Company
      Act of 1940 during the preceding 12 months or for such shorter period that
      the  registrant  was required to file such  report(s)  been filed?  If the
      answer is no, identify report(s).
                                                                  [X] Yes [_] No

(3)   Is it  anticipated  that any  significant  change in results of operations
      from the  corresponding  period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof?
                                                                  [_] Yes [X] No

      If so: attach an explanation of the anticipated  change,  both narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.


  aeroTelesis, Inc.
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                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date  6-29-06                By /s/ Joseph Gutierrez
    -------------------      ----------------------------------------
                               Joseph Gutierrez, President, CFO


                  INSTRUCTION: The form may be signed by an executive officer of
         the registrant or by any other duly authorized representative. The name
         and title of the  person  signing  the form  shall be typed or  printed
         beneath  the  signature.  If the  statement  is signed on behalf of the
         registrant  by an  authorized  representative  (other than an executive
         officer),  evidence of the representative's authority to sign on behalf
         of the registrant shall be filed with the form.


                                    ATTENTION

      Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).


                              GENERAL INSTRUCTIONS

      1.  This  form is  required  by  Rule  12b-25  of the  General  Rules  and
Regulations under the Securities Exchange Act of 1934.

      2.  One  signed  original  and  four  conformed  copies  of this  form and
amendments  thereto must be completed and filed with the Securities and Exchange
Commission,  Washington,  D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information  contained in or filed with
the form will be made a matter of public record in the Commission files.



      3. A manually  signed  copy of the form and  amendments  thereto  shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.

      4. Amendments to the  notifications  must also be filed on Form 12b-25 but
need not restate information that has been correctly  furnished.  The form shall
be clearly identified as an amended notification.

      5.  ELECTRONIC  FILERS.  This form shall not be used by electronic  filers
unable to timely file a report  solely due to  electronic  difficulties.  Filers
unable to submit a report within the time period  prescribed due to difficulties
in  electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
Regulation  S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.