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

                                   FORM 10-QSB

[x]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended December 31, 2003

                                       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 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, 2003
Common Stock, $.00008                       80,474,826 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

Financial  statements are unaudited and included herein beginning on page F1 and
are incorporated herein by this reference.

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,  2003.  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,
2003 are not necessarily indicative of results that may be expected for the year
ending March 31, 2004.  The  financial  statements  are presented on the accrual
basis.

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANT


To the Board of Directors
AeroTelesis Inc.
(a Delaware corporation)

We have made a review of the balance sheet of AeroTelesis Inc. (formerly Pacific
Realm Inc.) as of December 31, 2003,  and the related  statements  of operations
for the three and nine months  period  ended  December 31, 2003 and 2002 and the
statement of cash flows for the nine months ended December 31, 2003 and 2002, in
accordance with the standards established by the American Institute of Certified
Public  Accountants.  These financial  statements are the  responsibility of the
Company's management.

A review of interim financial  information  consists principally of obtaining an
understanding   of  the  system  for  the   preparation  of  interim   financial
information, applying analytical review procedures to financial data, and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially  less in scope than an audit in accordance with generally accepted
auditing  standards,  the  objective  of which is the  expression  of an opinion
regarding  the financial  statements  taken as a whole.  Accordingly,  we do not
express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the consolidated  financial  statements referred to above for them to
be in conformity with generally accepted accounting principles.

We have audited, in accordance with generally accepted auditing  standards,  the
balance sheet as of March 31, 2003,  and the related  statements of  operations,
cash flows and changes in common  shareholders'  equity (deficit) for the period
then  ended;  and in our report  dated May 4,  2003,  expressed  an  unqualified
opinion on those financial statements. In our opinion, the information set forth
in the  accompanying  balance sheet as of December 31, 2003, is fairly stated in
all  material  respects in relation to the balance  sheet from which it has been
derived.


                                            /s/ Clyde Bailey P.C.
                                            Clyde Bailey P.C.

San Antonio, Texas
February 12, 2004

                                        1

<PAGE>


                                AEROTELESIS, INC.
                                 BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 DECEMBER 31         MARCH 31
                                                                     2003              2003
                                                                 -----------        -----------
<S>                                                              <C>                <C>
                                   A S S E T S

    Current Assets:
    Cash                                                         $    67,092        $    12,989
    Accounts Receivable                                               41,500             70,000
                                                                 -----------        -----------
               Total Current Assets                                  108,592             82,989

    Other Assets:
    Deposit                                                            8,850
    License                                                        1,688,684                 --
                                                                 -----------        -----------
               Total Other Assets                                  1,697,534                 --
                                                                 -----------        -----------
               Total Assets                                      $ 1,806,126        $    82,989
                                                                 ===========        ===========


       L I A B I L I T I E S A N D S T O C K H O L D E R S ' E Q U I T Y

    Current Liabilities
    Accounts Payable                                             $    41,594        $     6,103
    Advance from Shareholder                                         101,000                 --
                                                                 -----------        -----------
               Total Current Liabilities                             142,594              6,103


    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              6,438                219
           authorized; 80,474,826 shares issued and
           outstanding
    Additional paid-in capital                                     2,579,097            973,236
    Accumulated deficit                                             (922,003)          (896,569)
                                                                 -----------        -----------

               Total Stockholders' Equity                          1,663,532             76,886
                                                                 -----------        -----------

               Total Liabilities and Stockholders'  Equity       $ 1,806,126        $    82,989
                                                                 ===========        ===========
</TABLE>

                See accompanying notes to Financial Statements.

                                       2

<PAGE>

                               AEROTELESIS, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Three Months Ended                       Nine Months Ended
                                                           December 31                              December 31
                                                 --------------------------------       --------------------------------
                                                     2003                2002              2003                 2002
                                                 ------------        ------------       ------------        ------------
<S>                                              <C>                 <C>                <C>                 <C>
Revenues:
       Revenue                                   $     30,000        $     30,000       $     90,000        $     90,000
                                                 ------------        ------------       ------------        ------------
           Total revenues                              30,000              30,000             90,000              90,000

Operating Expenses:
       Legal & Professional Fees                       26,120               9,563             92,741              25,867
       General and Administrative                      12,920               2,232             22,839               5,888
                                                 ------------        ------------       ------------        ------------

                                                       39,040              11,795            115,580              31,755
                                                 ------------        ------------       ------------        ------------

           Income (Loss) from operations               (9,040)             18,205            (25,580)             58,245
                                                 ------------        ------------       ------------        ------------
Provision for Income Taxes:
       Income Tax Benefit (Expense)                        --                  --                 --                  --

           Net Income (Loss)                     $     (9,040)       $     18,205       $    (25,580)       $     58,245
                                                 ============        ============       ============        ============

Loss per common share:
           From operations                       $      (0.00)       $       0.00       $      (0.00)       $       0.01
                                                 ------------        ------------       ------------        ------------

Weighted average common shares outstanding         80,474,826           5,474,826         42,974,826           5,474,826
                                                 ============        ============       ============        ============
</TABLE>

                See accompanying notes to Financial Statements.

                                       3

<PAGE>

                                AEROTELESIS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                               Nine Months Ended
                                                                  December 31
                                                           --------------------------
                                                             2003              2002
                                                           ---------        ---------
<S>                                                        <C>              <C>
Cash Flows from Operating Activities:
Net Income                                                 $ (25,580)       $  58,245

Adjustments to Reconcile net loss to net cash
     provided by (used in) operating activities:
        Changes in operating assets and liabilities:
           Accounts Payable                                   35,491            5,786
           Deposit                                            (8,850)              --
           Accounts Receivable                                28,500          (57,000)
                                                           ---------        ---------
Net Cash provided by (used in) Operating Activities        $  29,561        $   7,031

Cash Flows from Investing Activities:
        License                                              (76,458)              --
                                                           ---------        ---------

Net Cash provided by (used in) Investing Activities        $ (76,458)       $      --

Cash Flows from Financing Activities:
        Loan Payable, stockholder                            101,000               --
                                                           ---------        ---------
Net Cash provided by (used in) Financing Activities        $ 101,000        $      --

Net Increase (Decrease) in cash and cash equivalents          54,103            7,031

Cash at beginning of period                                $  12,989        $      --
                                                           =========        =========

Cash at end of period                                      $  67,092        $   7,031
                                                           =========        =========

Supplemental disclosure:
        Total interest paid                                $      --        $      --
                                                           =========        =========
</TABLE>

                See accompanying notes to Financial Statements.

                                       4

<PAGE>

                                AEROTELESIS, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1- BASIS OF PRESENTATION

GENERAL

The consolidated  unaudited  interim  financial  statements of the Company as of
December 31, 2003 and for the three and nine months ended  December 31, 2003 and
2002, included herein have been prepared in accordance with the instructions for
Form 10QSB under the Securities Exchange Act of 1934, as amended, and Article 10
of Regulation S-X under the  Securities  Act of 1933, as amended.  The March 31,
2003 Balance Sheet was derived from audited financial  statements,  but does not
include all disclosures  required by generally accepted  accounting  principles.
Certain  information  and  note  disclosures   normally  included  in  financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted  pursuant to such rules and regulations  relating
to interim consolidated financial statements.

In the opinion of  management,  the  accompanying  unaudited  interim  financial
statements  reflect  all  adjustments,   consisting  only  of  normal  recurring
adjustments,  necessary to present fairly the financial  position of the Company
at December 31, 2003 and March 31, 2003, and the results of their operations for
the three and nine months ended December 31, 2003 and 2002, and their cash flows
for the nine months ended December 31, 2003 and 2002.

The results of  operations  for such periods are not  necessarily  indicative of
results  expected for the full year or for any future  period.  These  financial
statements should be read in conjunction with the audited  financial  statements
as of March 31, 2003 and related  notes  included in the  Company's  Form 10-KSB
filed with the Securities and Exchange Commission

ORGANIZATION

AeroTelesis,  Inc. ("the Company") was incorporated  under the laws of the State
of Delaware in 1968 for the purpose to promote and carry on any lawful  business
for  which a  corporation  may be  incorporated  under  the laws of the State of
Delaware. The company has a total of 200,000,000 authorized common shares with a
par value of $.00008 and  2,000,000  preferred  shares with a par value of $.001
per share and with  80,474,826  common  shares  issued  and  outstanding  and no
preferred  shares issued and  outstanding  as of December 31, 2003.  The Company
filed an  amendment  of its  Certificate  of  Incorporation  with  the  State of
Delaware to increase the authorized  shares from  20,000,000  authorized  common
shares to 200,000,000  authorized shares and to change its par value from $.0001
to $.00008 in March 2003.  Also, on September 12, 2003,  the Company  approved a
one-to-two  forward  stock split of the common stock shares.  Additionally,  the
Company,   on  October  22,  2003,   filed  an  amendment  to  the  Articles  of
Incorporation  with the State of  Delaware  to change the name of the Company to
AeroTelesis, Inc.


                 [ THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]

                                        5

<PAGE>

                                AEROTELESIS, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)

ACCOUNTING METHOD

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. Revenues are recognized when consulting engagements have been earned
and completed and expenses when incurred on the related consulting  engagements.
Since the  consulting  engagements  are usually less than one year,  the Company
recognizes its revenues when the engagements are completed.  This method is used
because the typical  contract  is  completed  in six months or less and does not
contain a refund provision in the contract. An engagement is considered complete
when all costs except  significant items have been incurred.  Revenues from time
contracts are recognized currently as the work is performed.  Losses on contract
are recognized by expenses the actual expenses on the completed job.

EARNINGS PER COMMON SHARE

The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which  simplifies the  computation  of earnings per share  requiring the
restatement of all prior periods.

Basic  earnings  per share are  computed  on the basis of the  weighted  average
number of common shares outstanding during each year.

Diluted  earnings per share are  computed on the basis of the  weighted  average
number of common shares and dilutive securities outstanding. Dilutive securities
having an  anti-dilutive  effect on diluted earnings per share are excluded from
the  calculation.  The  Company  does  not have any  dilutive  securities  as of
December 31, 2003.


NOTE 2 - COMMON STOCK

The company has a total of  200,000,000  authorized  common shares and 2,000,000
preferred  shares  with a par value of  $.00008  per  share and with  80,474,826
common  shares  issued  and  outstanding  and no  preferred  shares  issued  and
outstanding as of December 31, 2003.

In August 2002, the Board of Directors authorized a 20 to 1 reverse split of the
Company's  common stock. In January 2003, the Board of Directors  authorized a 3
to 1 forward  split of the Company's  common  stock.  The result of this forward
split increased the outstanding shares from to 911,356 outstanding common shares
to 2,737,413 outstanding common shares after adjusting for fractional shares.

On September 12, 2003, the Board of Directors  authorized a 1 to 2 forward split
of the Company's  common stock.  The result of this forward split  increased the
outstanding  shares from to  2,737,413  outstanding  common  shares to 5,474,826
outstanding common shares after adjusting for fractional shares. These financial
statements reflect this forward split of common shares.

On July 1, 2003,  the Board of  Directors  approved the "2003 Stock Option Plan"
("Stock  Option  Plan") for a total of  5,000,000  options (as  adjusted for the
forward  split).  The plan calls for the options to be issued as an incentive to
employees  and to be  issued  at fair  market  value at the date of  grant.  The
options are to be for a term of ten years and no options are to be issued  after
August 31,  2010.  The Board of  Directors  granted a total of  4,090,000  stock
options to founding directors and key management  individuals.  The options have
an exercise price of $.02 per share.


                                        6

<PAGE>

                                AEROTELESIS, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - COMMON STOCK CON'T

On  October  2,  2003,  the  Company  entered  into  an  Agreement  and  Plan of
Reorganization (the "Agreement") with AeroTelesis Ltd. ("ATL"), a British Virgin
Islands  company,  whereby the Company issued  75,000,000  shares of "restricted
securities"  (common  stock) to ATL in exchange  for,  among other  things,  all
assets and operations of ATL's wholly-owned subsidiary, AeroTelesis Philippines,
Inc. ("ATP"), a British Virgin Islands company, in consideration of the exchange
of 100% of the issued and  outstanding  shares of ATP.  ATL also gave a right of
first refusal to the Company to acquire operations in other developing  nations,
primarily in Southeast Asia,  Central and South America and the Middle East. The
shares to be issued to ATL amount to  approximately  92% in the aggregate of the
post-Agreement outstanding voting securities of the Company.


NOTE 3 - COMMITMENT AND CONTINGENCIES

The Company has not recognized any commitments or contingencies at this time.


NOTE 4 - SUBSEQUENT EVENTS

There are no other subsequent events that warrant  disclosure in these financial
statements.



                [ THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]

                                        7

<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

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, 2003 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 therefrom.

GENERAL

AeroTelesis,  Inc.  formerly  known as Pacific Realm,  Inc. (the  "Company") was
incorporated in Delaware on August 26, 1968 as Continental Convalescent Centers,
Inc. The Company subsequently changed its name to Century Convalescent  Centers,
Inc., National Health Services, Inc., Carex International,  Inc. and Medica USA,
Inc. On July 6, 1984, the Company changed its name to "Pacific Realm,  Inc." The
Company was inactive and dormant from 1990 through  2000.  In 2000,  the Company
began limited  operations and began seeking  consulting  opportunities to advise
companies interested in establishing telecom business in the Pacific Rim as well
as South America and other less-developed areas of the world.

The Company was  previously  in the health care industry and briefly in the gold
mining  business.  Those  operations  were  ultimately  unsuccessful.  From 1989
through 2000, the Company had no revenues, operating profits or any identifiable
assets which could be attributable to any industry segment.

As of December  31,  2003,  the Company had no  employees.  The Company  engages
outside independent  contractors to perform some of its consulting work and pays
those contractors  directly.  The Company  anticipates that it will begin hiring
employees  during 2004, some of whom may have previously been consultants to the
Company.


                                       8
<PAGE>


In October,  2003, the Company acquired all the issued and outstanding shares of
AeroTelesis  Philippines,  Inc., a British Virgin Islands  company  ("ATP"),  in
exchange for the issuance of 75,000,000  shares of the Company's common stock to
the shareholder of ATP, AeroTelesis, Ltd. ("ATL"). The Company also acquired the
right of  first  refusal  from ATL to  acquire  operations  in other  developing
nations,  primarily in Southeast Asia,  Central and South America and the Middle
East. As a result of this  transaction,  ATL acquired  approximately  92% of the
issued and  outstanding  shares of common stock of the  Company.  As a result of
this transaction, ATP became a wholly-owned subsidiary of the Company.

As a result of its acquisition of ATP, the Company is in the process of becoming
a wireless  telecommunication  company that provides powerful,  next- generation
technologies for the delivery of voice, data and video in applications including
mobile cellular, wireless broadband, VoIP, and satellite communication. The core
of the Company's technology platform is a patented modulation technique known as
Ultimate  Spectral  Modulation  (USM).  As part of its  acquisition  of ATP, the
Company has a license to utilize this technology in the Philippines.

USM is technology that greatly  increases  spectral and frequency  efficiency in
wireless applications. USM is, by its nature, designed to avoid bottlenecks with
high quality data  transmission  channels with data throughput rates higher than
that conventional  modulation techniques.  The Company is targeting high- growth
sectors of global telecom market and expects to launch commercial  operations in
mid-2004.

Results of Operations

The Company  realized a net loss of ($9,040) from operations for the three month
period ended December 31, 2003 compared to a net profit of $18,205 for the three
month period ended December 31, 2002. For the three month periods ended December
31, 2003 and 2002,  the Company had revenues of $30,000,  composed of consulting
income.  The net loss per share for the three month  period  ended  December 31,
2003 was nil per share  compared  to a net profit per share of nil for the three
month period ended December 31, 2002.

The Company had costs and expenses of approximately  $39,040 for the three month
period ended  December 31, 2003 compared to costs and expenses of  approximately
$12,000 for the three month  period  ended  December  31,  2002.  The  Company's
expenses consist of legal and professional fees, consulting fees and general and
administrative  expenses. The increase in expenses is due to the increased costs
of  operations  as  a  result  of  the  Company's   acquisition  of  AeroTelesis
Philippines Inc. ("ATP") during the quarter ended December 31, 2003.

The Company  realized a net loss of ($25,580) from operations for the nine month
period ended  December 31, 2003 compared to a net profit of $58,245 for the nine
month period ended  December 31, 2002. For the nine month periods ended December
31, 2003 and 2002,  the Company had revenues of $90,000,  composed of consulting
income. The net loss per share for the nine month period ended December 31, 2003
was nil  compared  to a net  profit per share for the nine  month  period  ended
December 31, 2002 of $.01 per share.

The Company had costs and expenses of approximately  $116,000 for the nine month
period ended  December 31, 2003 compared to costs and expenses of  approximately
$32,000  for the nine month  period  ended  December  31,  2002.  The  Company's
expenses consist of legal and professional fees, consulting fees and general and
administrative  expenses. The increase in expenses is due to the increased costs
of operations since the Company's acquisition of ATP.


                                       9
<PAGE>


The Company's assets at December 31, 2003 were approximately $1,806,000 compared
to assets of  approximately  $83,000 at March 31, 2003. The difference is due to
the Company's  acquisition of ATP. At December 31, 2003, the Company had current
assets of approximately $109,000 consisting of cash of approximately $67,000 and
accounts  receivable of $41,500.  The Company's other assets were a deposit with
its landlord of approximately  $8,850 and the cost of the license it acquired in
connection  with its  acquisition  of ATP which is  reflected  on the  Company's
balance  sheet at  approximately  $1,689,000.  At March 31, 2003,  the Company's
assets  consisted of accounts  receivable  of $70,000 and cash of  approximately
$13,000.

The  Company's  liabilities  at December  31, 2003 were  approximately  $143,000
compared to liabilities of approximately $6,000 at March 31, 2003. The Company's
current  liabilities  at December  31,  2003  consisted  of accounts  payable of
approximately  $42,000  and an  advance  from a  shareholder  in the  amount  of
$101,000.  The  Company's  liabilities  at March 31, 2003  consisted of accounts
payable of approximately $6,000.

Total  shareholders'  equity  increased  from  $76,886  at  March  31,  2003  to
$1,663,532  at  December  31,  2003.  This  increase  is due  to  the  Company's
acquisition of ATP.


Liquidity and Capital Resources

As  of  December  31,  2003,  the  Company  had  negative   working  capital  of
approximately   ($34,000)   consisting   of  $109,000  in  current   assets  and
approximately  $143,000 in current liabilities.  The Company had working capital
of  approximately  $77,000 at March 31,  2003  consisting  of current  assets of
approximately  $83,000  and  $6,000 in  current  liabilities.  The  Company  has
adequate  working  capital for its current  operations and believes that once it
commences  operations,  revenues  will  provide  additional  sources  of working
capital.


Effect of Inflation

Inflation did not have any  significant  effect on the operations of the Company
during the three months  ended  December  31,  2003.  Further,  inflation is not
expected to have any significant effect on future operations of the Company.


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.


                                       10
<PAGE>

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.


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.


ITEM 3. CONTROLS AND PROCEDURES

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in company reports
filed or submitted  under the  Securities  Exchange  Act of 1934 (the  "Exchange
Act") is recorded,  processed,  summarized and reported, within the time periods
specified  in  the  Securities  and  Exchange   Commission's  rules  and  forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required  to be  disclosed  in
company reports filed under the Exchange Act is accumulated and  communicated to
management,  including the Company's Chief Executive Officer and Chief Financial
Officer (the  "Certifying  Officers"),  as appropriate to allow timely decisions
regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the  Exchange  Act, the  Certifying
Officers  carried  out an  evaluation  of the  effectiveness  of the  design and
operation of the Company's disclosure controls and procedures as of December 31,
2003. Their  evaluation was carried out with the  participation of other members
of the  Company's  management.  Based  upon  their  evaluation,  the  Certifying
Officers  concluded that the Company's  disclosure  controls and procedures were
effective.

The Company's  internal  control over financial  reporting is a process designed
by, or under the  supervision  of, the  Certifying  Officers and effected by the
Company's  Board of  Directors,  management  and  other  personnel,  to  provide
reasonable  assurance  regarding  the  reliability  of the  Company's  financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting  principles.  Internal
control over financial  reporting  includes policies and procedures that pertain
to the  maintenance of records that in reasonable  detail  accurately and fairly
reflect the  transactions  and  dispositions  of the Company's  assets;  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation of the Company's  financial  statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the  authorization of the Company's Board
of  Directors  and  management;   and  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized  acquisition,  use or disposition
of the  Company's  assets  that could have a  material  effect on its  financial
statements.  There has been no change in the  Company's  internal  control  over
financial  reporting that occurred in the quarter ended December 31, 2003,  that
has  materially  affected,  or is  reasonably  likely to affect,  the  Company's
internal control over financial reporting.


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<PAGE>


                            PART II OTHER INFORMATION

Items 1, 2, 3 and 5 are Inapplicable.

Item 4. Submission of Matters to a Vote of Security Holders.

In October,  2003, in  connection  with the  Company's  acquisition  of ATP, the
Company  sought and received  shareholder  approval to change the Company's name
from "Pacific Realm, Inc." to "AeroTelesis,  Inc.". Accordingly,  on October 22,
2003, the Company filed an amendment to its Articles of  Incorporation  changing
its name accordingly.

Item No. 6 Exhibits and Reports on Form 8-K

(a) The  following  reports on Form 8-K were filed during the three months ended
December 31, 2003:

(i) October 10, 2003 Form 8-K reporting items 1,2 and 7;

(ii) November 14, 2003 From 8-K reporting Item 5; and

(iii)  December  17, 2003 Form 8-K/A  amending  October 10, 2003 Form 8-K (filed
financial statements of acquired business).

(b) Exhibits

Exhibit Number                              Name of Exhibit

31.1           Certification  of  Chief  Executive  Officer,  pursuant  to  Rule
               13a-14(a) of the  Exchange  Act, as enacted by Section 302 of the
               Sarbanes-Oxley Act of 2002.

31.2           Certification  of  Chief  Financial  Officer,  pursuant  to  Rule
               13a-14(a) of the  Exchange  Act, as enacted by Section 302 of the
               Sarbanes-Oxley Act of 2002.

32.1           Certification  of Chief  Executive  Officer  and Chief  Financial
               Officer,  pursuant to 18 United  States  Code  Section  1350,  as
               enacted by Section 906 of the Sarbanes-Oxley Act of 2002.


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<PAGE>


                                   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. Formerly known as
                                    PACIFIC REALM, INC.

Date February 19, 2004              /s/ Joseph Gutierrez
                                    -----------------------------------
                                    Joseph Gutierrez, President and CFO




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