Exhibit
      31.1




FORM
      OF
      CERTIFICATION


PURSUANT
      TO RULE 13a-14 AND 15d-14


UNDER
      THE
      SECURITIES EXCHANGE ACT OF 1934, AS AMENDED




CERTIFICATION







I,
      Joseph
      Gutierrez, certify that:




1.  I
      have
      reviewed this quarterly report on Form 10-QSB of AeroTelesis, Inc.;




2.  Based
      on
      my knowledge, this quarterly report does not contain any untrue statement of
      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 quarterly
      report;




3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this quarterly 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 quarterly report;




4.  The
      registrant’s other certifying officer and I am responsible for establishing and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-14 and 15d-14) for the registrant and we have:




(a)  designed
      such disclosure controls and procedures 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 quarterly report is being prepared;




(b)  evaluated
      the effectiveness of the registrant’s disclosure controls and procedures as of a
      date within 90 days of the filing date of this quarterly report (the “Evaluation
      Date”); and




(c)  presented
      in this quarterly report our conclusions about the effectiveness of the
      disclosure controls and procedures based on our evaluation as of the Evaluation
      Date;




5.  The
      registrant’s other certifying officer and I have disclosed, based on our most
      recent evaluation, 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 in the design or operation of internal controls which
      could adversely affect the registrant’s ability to record, process, summarize,
      and report financial data and have identified for the registrant’s auditors any
      material weaknesses in internal controls; and




(b)  any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant’s internal controls.




6.  The
      registrant’s other certifying officer and I have indicated in this quarterly
      report whether or not there were significant changes in internal controls or
      in
      other factors that could significantly affect internal controls subsequent
      to
      the date of our most recent evaluation, including any corrective actions with
      regard to significant deficiencies and material weaknesses.




February
              21, 2006
            
            /s/
              Joseph
              GutierrezJoseph
              GutierrezPresident
                and
                Chief Financial Officer
              (Principal Executive and Financial
                Officer)