**EXHIBIT
      31.2**


**OFFICER’S
      CERTIFICATE**


**PURSUANT
      TO SECTION 302**





I,
      Joseph
      Gutierrez, President, Chief Financial Officer and Principal Accounting Officer,
      certify that:




1.  I
      have
      reviewed this Form 10-QSB for the quarter ended June 30, 2006 of aeroTelesis,
      Inc.;




2.  Based
      on
      my knowledge, this Report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this Report;




3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this Report, fairly present in all material respects the financial condition,
      results of operations and cash flows of the Registrant as of, and for, the
      periods presented in this Report;




4.  The
      Registrant’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the Registrant and
      have:




(a)  Designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to be designed under our supervision, to ensure that material
      information relating to the Registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this Report is being prepared;




(b)  Intentionally
      Omitted;




(c)  Evaluated
      the effectiveness of the Registrant’s disclosure controls and procedures and
      presented in this Report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      Report based on such evaluation; and




(d)  Disclosed
      in this Report any change in the Registrant’s internal control over financial
      reporting that occurred during the Registrant’s most recent fiscal quarter that
      has materially affected, or is reasonably likely to materially affect, the
      Registrant’s internal control over financial reporting; and




5.  The
      Registrant’s other certifying officer(s) and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      Registrant’s auditors and the audit committee of the Registrant’s Board of
      Directors (or persons performing the equivalent functions):




(a)  All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the Registrant’s ability to record, process, summarize and
      report financial information; and




(b)  Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the Registrant’s internal control over financial
      reporting.


Date: August
              14, 2006
            By:
            /s/ Joseph
              GutierrezJoseph Gutierrez
              President,
                Chief Financial Officer and Principal Accounting
                Officer





*
            The
                introductory portion of paragraph 4 of the Section 302 certification
                that
                refers to the certifying officers’ responsibility for establishing and
                maintaining internal control over financial reporting for the company,
                as
                well as paragraph 4(b), have been omitted in accordance with Release
                Nos.
                33-8618 and 34-52492 (September 22, 2005) because the compliance
                period
                has been extended for small business issuers until the first fiscal
                year
                ending on or after July 15, 2007.