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


                                  FORM 10-QSB/A

|_|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the quarterly period ended December 31, 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 December 31, 2004
Common Stock, $.00008                         83,363,556 shares
     par value                                -----------------
                                            Outstanding Securities

Transitional Small Business Disclosure Format (check one): Yes |_|  No |X|


<PAGE>

AEROTELESIS, INC.

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                                aeroTelesis, Inc.
                        (A Development Stage Enterprise)
                                 Balance Sheets
                                   (Unaudited)

                                                     December 31       March 31
                                                        2004              2004
                                                     ---------------------------
                                     ASSETS
                                     ------
Current Assets:
Cash                                                 $    1,997       $   10,687
Accounts Receivable                                       3,535               --
Inventory                                                 4,383               --
Prepaid Expenses                                             --            1,463
                                                     ----------       ----------
           Total Current Assets                           9,915           12,150

Fixed Assets:
                                                                      ----------
Furniture & Equipment, net                               66,749           37,239

Other Assets:
Deposit                                                  18,468           17,832
License, net                                          2,631,311        2,698,781
                                                     ----------       ----------
           Total Other Assets                         2,649,779        2,716,613
                                                     ----------       ----------
           Total Assets                              $2,726,443       $2,766,002
                                                     ==========       ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
-------------------
Accounts Payable and Accrued Expenses                $   166,016    $    61,283
                                                     -----------    -----------
           Total Current Liabilities                     166,016         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      6,231          6,065
    authorized; 83,363,556 and 81,288,688 shares
    issued and outstanding

Additional paid-in capital                             3,760,433      3,280,338

Accumulated deficit during the development stage      (1,206,237)      (581,684)
                                                      ----------       --------
     Total Stockholders' Equity                        2,560,427      2,704,719
                                                     -----------    -----------
     Total Liabilities and Stockholders' Equity      $ 2,726,443    $ 2,766,002
                                                     ===========    ===========

                See accompanying notes to Financial Statements.


                                       2
<PAGE>

                                aeroTelesis, Inc.
                        (A Development Stage Enterprise)
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                   Three Months Ended             Nine Months Ended          Cumulative
                                              December 31      December 31    December 31     December 31    During the
                                             ------------------------------------------------------------    Development
                                                 2004             2003           2004            2003           Stage
                                             ----------------------------    ----------------------------    ------------
<S>                                          <C>             <C>             <C>             <C>             <C>
Revenues:
      Revenue                                $     93,301    $     30,000    $    319,846    $     90,000    $    379,846
                                             ----------------------------    ----------------------------    ------------

          Total revenues                           93,301          30,000         319,846          90,000         379,846

Operating Expenses:
      Cost of Revenues                              7,763              --          13,645              --           13645
      Legal & Professional Fees                   143,616          26,120         416,997          92,741         685,596
      Impairment Loss                              67,470          67,470          67,470
      Rent                                         29,005              --          87,192              --         143,314
      Salaries                                     86,268              --         205,926              --         444,317
      Travel                                        1,609              --          52,415              --          60,121
      General and Administrative                   30,817          12,920         100,754          22,839         185,265
                                             ----------------------------    ----------------------------    ------------
                                                  366,548          39,040         944,399         115,580       1,586,083
                                             ----------------------------    ----------------------------    ------------
          Income (Loss) from operations          (273,247)         (9,040)       (624,553)        (25,580)     (1,206,237)
                                             ----------------------------    ----------------------------    ------------

Provision for Income Taxes:
      Income Tax Benefit (Expense)                     --              --              --              --              --



          Net Income (Loss)                  $   (273,247)   $     (9,040)   $   (624,553)   $    (25,580)   $ (1,206,237)
                                             ============================    ============================    ============
Loss per common share:

          From operations                    $      (0.00)   $      (0.00)   $      (0.01)   $      (0.00)   $      (0.01)
                                             ----------------------------    ----------------------------    ------------
Weighted average common shares outstanding     83,202,962      80,474,826      81,350,676      42,974,526      80,508,159
                                             ============================    ============================    ============
</TABLE>

                See accompanying notes to Financial Statements.


                                       3
<PAGE>

                                aeroTelesis Inc.
                        (A Development Stage Enterprise)
                        Statement of Stockholders' Equity

<TABLE>
<CAPTION>
                                                                           Preferred       Common
                                              Common        Preferred      $0.0001        $0.00008
                                              Shares         Shares        Par Value      Par Value
                                             ----------    -----------    -----------    -----------
<S>                                          <C>           <C>            <C>            <C>
Balance, April 1, 2002                        5,474,826             --             --            438
                                             ----------    -----------    -----------    -----------
Net Income
                                             ----------    -----------    -----------    -----------
Balance, March 31, 2003                       5,474,826             --             --            438
                                             ----------    -----------    -----------    -----------

Prior capital replaced by aeroTelesis                                                           (438)
Philippines capital under reverse
takeover accounting

Transferred to Additional Paid in Capital

Curent capital replaced by aeroTelesis       75,000,000                                        6,000
Philippines capital upon consolidation
under reverse takeover accounting

March 1, 2004
Stock Issued for License Agreements             200,000                                           16

March 31, 2004
Stock Issued for Debt                           613,832                                           49

Net Loss
                                             ----------    -----------    -----------    -----------
Balance, March 31, 2004                      81,288,658                                        6,065
                                             ==========    ===========    ===========    ===========
June 16, 2004
 Stock Dividend                               1,626,369                                          130

June 30, 2004
Stock Issued for Debt                           187,113                                           15

July 12, 2004
 Stock Issued for Services                        2,168                                            0

 Sept 20, 2004
Stock Issued for Services                         6,000                                            0

Sept 30, 2004
Stock Issued for Debt                            89,016                                            6

December 31, 2004
 Stock Issued for Debt                          164,232                                           15

Net Loss
                                             ----------    -----------    -----------    -----------
Balance, December 31, 2004                   83,363,556                                        6,232
                                             ==========    ===========    ===========    ===========
</TABLE>


                                aeroTelesis Inc.
                        (A Development Stage Enterprise)
                        Statement of Stockholders' Equity
                                  (continued)


<TABLE>
<CAPTION>
                                                              Deficit
                                                            Accumulated
                                                            During the
                                               Paid-In      Development    Accumulated    Stockholders
                                               Capital         Stage         Deficit         Equity
                                              ----------    -----------    -----------    -----------
<S>                                           <C>           <C>            <C>            <C>
Balance, April 1, 2002                           973,017                      (979,515)        (6,060)
                                              ----------    -----------    -----------    -----------
Net Income                                                                      82,946         82,946
                                              ----------    -----------    -----------    -----------
Balance, March 31, 2003                          973,017                      (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)                      912,671             --

Curent capital replaced by aeroTelesis         1,606,225                                    1,612,225
Philippines capital upon consolidation
under reverse takeover accounting

March 1, 2004
Stock Issued for License Agreements              999,984                                    1,000,000

March 31, 2004
Stock Issued for Debt                            613,783                                      613,832

Net Loss                                                       (581,684)            --       (581,684)
                                              ----------    -----------    -----------    -----------
Balance, March 31, 2004                        3,280,338       (581,684)            --      2,704,719
                                              ==========    ===========    ===========    ===========
June 16, 2004
 Stock Dividend                                     (130)            --

June 30, 2004
Stock Issued for Debt                            187,098                                      187,113

July 12, 2004
 Stock Issued for Services                        10,000             --                        10,000

 Sept 20, 2004
Stock Issued for Services                         30,000                                       30,000

Sept 30, 2004
Stock Issued for Debt                             89,010                                       89,016

December 31, 2004
 Stock Issued for Debt                           164,116                                      164,132

Net Loss                                                       (624,553)                     (624,553)
                                              ----------    -----------    -----------    -----------
Balance, December 31, 2004                     3,760,432     (1,206,237)            --      2,560,427
                                              ==========    ===========    ===========    ===========
</TABLE>

                See accompanying notes to Financial Statements.


                                       4
<PAGE>

                                aeroTelesis, Inc.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                      Cumulative
                                                                                         Nine
                                                                                         Months
                                                                                         Ended
                                                                                         During
                                                         December 31    December 31       the
                                                         -------------------------    Development
                                                            2004           2003          Stage
                                                         -------------------------    -----------

<S>                                                     <C>            <C>            <C>
Cash Flows from Operating Activities:
Net Income                                              $  (624,553)   $   (25,580)   $(1,206,237)

             Stock Issued for Services                       40,000             --         40,000
             Impairment Loss                                 67,470         67,470
             Depreciation                                    17,525             --         19,215
Adjustments to Reconcile net loss to net cash
      provided by (used in) operating activities:
         Changes in operating assets and liabilities:

             Accounts Receivable                             (3,535)        28,500         50,465
             Inventory                                       (4,383)        (4,383)
             Accounts Payable                               104,733         35,491        153,977
             Prepaid Expenses                                 1,463         18,105
             Deposit                                           (636)        (8,850)       (18,468)

                                                        -----------    -----------    -----------
Net Cash provided by (used in) Operating Activities     $  (401,916)   $    29,561    $  (879,856)

Cash Flows from Investing Activities:
         Licenses                                           (76,458)       (86,286)
         Fixed Assets                                       (47,035)            --        (86,234)
                                                        -----------    -----------    -----------
Net Cash provided by (used in) Investing Activities     $   (47,035)   $   (76,458)   $  (172,520)

Cash Flows from Financing Activities:
         Common Stock                                       440,261        101,000      1,054,093
                                                        -----------    -----------    -----------
Net Cash provided by (used in) Financing Activities     $   440,261    $   101,000    $ 1,054,093

Net Increase (Decrease) in cash and cash equivalents         (8,690)        54,103          1,717

Cash at beginning of period                             $    10,687    $    12,989    $       280
                                                        ===========    ===========    ===========
Cash at end of period                                   $     1,997    $    67,092    $     1,997
                                                        ===========    ===========    ===========
Supplemental disclosure:
         Total interest paid                            $        --    $        --    $        --
                                                        ===========    ===========    ===========
         Stock Issued for Services                      $    40,000    $        --    $    40,000
                                                        ===========    ===========    ===========
</TABLE>

                See accompanying notes to Financial Statements.


                                       5
<PAGE>
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 December 31,
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.

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 ($273,247) from operations for the
three month period ended December 31, 2004 compared to a net loss of ($9,040)
for the three month period ended December 31, 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 as well as an impairment loss of approximately $67,500 that the Company
recorded for the quarter. For the three month period ended December 31, 2004,
the Company had revenue of approximately $93,301, composed of consulting and
equipment sales income compared to $30,000 in revenues for the three month
period ended December 31, 2003. The net loss per share for the three month
period ended December 31, 2004 was nil per share compared to a net loss per
share of nil for the three month period ended December 31, 2003.

      The Company had costs and expenses of approximately $367,000 for the three
month period ended December 31, 2004 compared to costs and expenses of
approximately $39,000 for the three month period ended December 31, 2003. The
Company's expenses consist of legal and professional fees, including consulting
fees, of approximately $144,000, rent of approximately $29,000, salary expenses
of approximately $86,000, travel expenses of approximately $1,600, general and
administrative expenses of approximately $31,000, and cost of revenues of
approximately $7,800.


                                       6
<PAGE>

The Company realized a net loss of ($624,553) from operations for the nine month
period ended December 31, 2004 compared to a net loss of ($25,580) for the nine
month period ended December 31, 2003. For the nine month periods ended December
31, 2004 and 2003, the Company had revenues of $319,846 and $90,000
respectively, composed of equipment sales and consulting income. The net loss
per share for the nine month period ended December 31, 2004 was ($.01) compared
to a net loss of nil for the nine month period ended December 31, 2003.

The Company had costs and expenses of approximately $945,000 for the nine month
period ended December 31, 2004 compared to costs and expenses of approximately
$116,000 for the nine month period ended December 31, 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 has also incurred expenses in setting up its
operations, including salaries and rent expenses.

      The Company's assets at December 31, 2004 were $2,726,443 compared to
assets of $2,766,002 at March 31, 2004. The difference is due to the Company
recording an impairment in connection with the license it acquired in connection
with USM(TM) technology. At December 31, 2004, the Company's current assets were
comprised of cash of approximately $2,000, accounts receivable of $3,500, and
$4,400 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 December 31,
2004 are furniture and equipment of approximately $67,000. The Company's Other
Assets are a deposit of $18,468 and a license of approximately $2,631,000
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 December 31, 2004 were approximately
$166,000, comprised of accounts payable and accrued expenses. 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 ($1,206,237) at December 31, 2004.

Liquidity and Capital Resources

      As of December 31, 2004, the Company had negative working capital of
approximately ($156,000) consisting of approximately $10,000 in current assets
and $166,000 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. The Company also intends to identify, locate and acquire operating
companies with a positive cash flow during the next calendar year.

      In connection with its line of credit, the Company issued 164,232 shares
of its common stock during the quarter ended December 31, 2004 to its majority
shareholder, Nations Mobile Networks, Inc., representing the conversion of the
debt outstanding to Nations as of December 31, 2004 into shares of the Company's
common stock.

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.


                                       7
<PAGE>

                            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 December 6, 2004 and was subsequently
amended on December 21, 2004 and December 22, 2004. These were the only reports
on Form 8-K filed during the three months ended December 31, 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.


                                AEROTELESIS, INC.


April 26, 2005                   By/s/ Joseph Gutierrez
--------------                     --------------------
                                 Joseph Gutierrez, President, CFO


                                       8