<PAGE>
                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 September 30, 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)

           13428 Maxella Avenue, Suite #322, Marina del Rey, CA 92092
               (Address of principal executive offices)(Zip Code)

Issuer's telephone number:  (310) 574-8555

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 September 30, 2003
Common Stock, $.00008                       5,474,826 shares
                                             ---------------
      par value                        Outstanding Securities

Transitional Small Business Disclosure Format (check one): Yes[] No[x]










<PAGE>



AEROTELESIS INC. formerly known as PACIFIC REALM, 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 September 30,
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.

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.

Results of Operations

The Company realized a net loss of ($17,431) from operations for the three month
period  ended  September  30,  2003  compared to a net profit of $21,268 for the
three  month  period  ended  September  30,  2002.  The  reason  for loss is the
Company's  increased  general and  administrative  expenses  due to the costs of
complying with SEC reporting  requirements.  For each of the three month periods
ended  September  30, 2003 and 2002,  respectively,  the Company had revenues of
$30,000,  composed of  consulting  income.  The net loss per share for the three
month period ended  September  30, 2003 was nil and the net profit per share for
the three month period ended September 30, 2002 was $.01 per share.

The Company had costs and expenses of approximately  $47,000 for the three month
period ended September 30, 2003 compared to costs and expenses of  approximately
$9,000 for the three month  period  ended  September  30,  2002.  The  Company's
expenses consist of legal and professional  fees and general and  administrative
expenses.  The  Company's  increased  expenses  are due to  increased  operating
expenses and the costs  associated  with  periodic  reporting  under the federal
securities laws.



<PAGE>



The Company  realized a net loss of ($16,540) from  operations for the six month
period ended  September 30, 2003 compared to a net profit of $40,040 for the six
month period ended September 30, 2002. For the six month periods ended September
30, 2003 and 2002, the Company had revenues of $60,000 for each period, composed
of  consulting  income.  The net loss per share for the six month  period  ended
September  30,  2003 was nil  compared to a net profit of $.01 for the six month
period ended September 30, 2002.

The Company had costs and  expenses of  approximately  $77,000 for the six month
period ended September 30, 2003 compared to costs and expenses of  approximately
$20,000  for the six month  period  ended  September  30,  2002.  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's assets at September 30, 2003 were  approximately  $72,000 compared
to assets of  approximately  $83,000 at March 31, 2003. The difference is due to
the  Company's  increased  operational  costs  which  resulted  in  the  Company
expending  the cash it had on hand at March 31,  2003 to pay its  expenses.  The
Company's assets consisted of cash of approximately $300, accounts receivable of
$54,000 and prepaid merger  deposits of  approximately  $18,000 at September 30,
2003.  The  prepaid  merger  deposits  are  deposits  that the  Company  made in
connection with its acquisition of AeroTelesis  Philippines  Inc.  ("ATP") which
was completed in October,  2003. The Company's liabilities at September 30, 2003
were  approximately  $12,000 compared to liabilities of approximately  $6,000 at
March 31, 2003.  The  Company's  current  liabilities  at September 30, 2003 and
March 31, 2003 consisted of accounts payable.

Total  shareholders'  equity decreased from $76,886 at March 31, 2003 to $60,345
at September 30, 2003.

Liquidity and Capital Resources

As of  September  30,  2003,  the Company had working  capital of  approximately
$60,000  consisting of  approximately  $72,000 in current  assets and $12,000 in
current liabilities. The Company had working capital of approximately $77,000 at
March 31,  2003  consisting  of assets of  approximately  $83,000  and $6,000 in
current  liabilities.  The Company has adequate  working capital for its current
operations.

Effect of Inflation

Inflation did not have any  significant  effect on the operations of the Company
during the three months ended  September  30,  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.



<PAGE>



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,  both the chief  executive  officer 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.

                            PART II OTHER INFORMATION

Items 1 and 3 are Inapplicable

Item 2.  Changes in Securities

On September 12, 2003, the Company's  Board of Directors  approved a one-for-two
forward stock split of the Company's common stock.

In July,  2003, the Company's Board of Directors  approved the 2003 Stock Option
Plan which reserved  5,000,000 shares of the Company's common stock (post-split)
for  issuance to  officers,  directors,  consultants  and  advisors.  During the
quarter  ended  September  30, 2003,  the Company  issued  4,090,000  options to
certain  officers,  directors and consultants which options are exerciseable for
three  years at a cost of $.02 per share of  underlying  common  stock.  Also in
July, 2003, the Company's shareholders approved the 2003 Stock Option Plan.

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

On July 1, 2003, the Company's shareholders approved the 2003 Stock Option Plan.


Item 5. Other Information.

On  October  2,  2003,  the  Company  entered  into  an  Agreement  and  Plan of
Reorganization  wherein  the  Company  acquired  AeroTelesis   Philippines  Inc.
("ATP"), a British Virgin Islands company. ATP became a wholly-owned  subsidiary
of the Company and has entered into a joint venture  agreement with a company in
the  Philippines  to  deploy  ATP's new and  advanced  wireless  network  in the
Philippines  through ATP's  proprietary  technology  known as Ultimate  Spectral
Modulation  ("USM").  It is anticipated that ATP will commence operations during
the first quarter of 2004 with revenues  expected by the second quarter of 2004.
As part of this transaction,  the Company changed its name to "AeroTelesis Inc."
on October 22, 2003.

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

(a)  A report on Form 8-K was filed during the three months ended  September 15,
     2003 concerning the forward stock split.

(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. formerly known as
                               PACIFIC REALM, INC.


Date November 13, 2003         /s/ Joseph Gutierrez
                               Joseph Gutierrez, CEO, CFO


<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 September 30, 2003, and the related statements of operations
for  the  three  and six months period ended September 30, 2003 and 2002 and the
statement of cash flows for the six months ended September 30, 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 September 30, 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
November  10,  2003







                                        1

<PAGE>
                                   AEROTELESIS INC.
                            (FORMERLY PACIFIC REALM INC.)
                                    BALANCE SHEETS
                                     (UNAUDITED)
<TABLE>
<CAPTION>

                                                                         SEPTEMBER 30    MARCH 31
                                                                              2003        2003
                                                                           ----------  ----------

                                  A S S E T S
                                ----------------
<S>                                                                        <C>         <C>
  Current Assets:
-----------------
  Cash                                                                     $     280   $  12,989
  Accounts Receivable                                                         54,000      70,000
  Prepaid Merger Deposits                                                     18,105           -
                                                                           ----------  ----------
      Total Current Assets                                                    72,385      82,989



                                                                           ----------  ----------
      Total Assets                                                         $  72,385   $  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                                                         $  12,040   $   6,103
                                                                           ----------  ----------

      Total Current Liabilities                                               12,040       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                          438         438
    authorized; 5,474,826 shares issued and *
    outstanding
  Additional paid-in capital                                                 972,871     972,871
  Accumulated deficit                                                       (912,964)   (896,423)
                                                                           ----------  ----------


      Total Stockholders' Equity                                              60,345      76,886
                                                                           ----------  ----------

      Total Liabilities and Stockholders'  Equity                          $  72,385   $  82,989
                                                                           ==========  ==========

    * Retroactively Restated

</TABLE>

                See accompanying notes to Financial Statements.

                                       2



<PAGE>
<TABLE>
<CAPTION>

                                AEROTELESIS INC.
                          (formerly Pacific Realm Inc.)
                            Statements of Operations
                                   (Unaudited)

                                                       Three Months Ended                   Six Months Ended
                                                          September 30                         September 30
                                               ------------------------------------------------------------------
                                                      2003               2002             2003            2002
                                               ------------------     -----------------------------   -----------
<S>                                                   <C>                <C>             <C>          <C>

Revenues:
        Revenue                                          $ 30,000         $ 30,000         $ 60,000      $ 60,000
                                                ------------------    ------------------------------  ------------

             Total revenues                                30,000           30,000           60,000        60,000

Operating Expenses:
        Legal & Professional                               41,245            6,750           66,621        16,304
        General and Administrative                          6,186            1,982            9,919         3,656
                                                 ------------------   ------------------------------- -------------

                                                           47,431            8,732           76,540        19,960
                                                ------------------    ------------------------------  ------------

             Income (Loss) from operations                (17,431)          21,268          (16,540)       40,040
                                                ------------------    ------------------------------  ------------

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



             Net Income (Loss)                          $ (17,431)        $ 21,268        $ (16,540)     $ 40,040
                                                 ==================   =============================== =============

Loss per common share:

             From operations                              $ (0.00)          $ 0.00          $ (0.00)       $ 0.01

                                                ------------------    ------------------------------  ------------

Weighted average common shares outstanding              5,474,826        5,474,826        5,474,826     5,474,826
                                                 ==================   =============================== =============

             Retroactively Restated

</TABLE>

                See accompanying notes to Financial Statements.

                                       3
<PAGE>

<TABLE>
<CAPTION>

                                AEROTELESIS INC.
                          (FORMERLY PACIFIC REALM INC.)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                        Six Months Ended
                                                         September 30
                                                      --------------------

                                                        2003       2002
                                                      ---------  ---------
<S>                                                      <C>        <C>
Cash Flows from Operating Activities:
Net Income                                            $(16,540)  $ 40,040


Adjustments to Reconcile net loss to net cash
  provided by (used in) operating activities:
    Changes in operating assets and liabilities:
      Accounts Payable                                   5,936      3,267
      Accounts Receivable                               16,000    (37,500)
                                                      ---------  ---------
Net Cash provided by (used in) Operating Activities   $  5,396   $  5,807

Cash Flows from Investing Activities:
    Prepaid Merger Deposits                            (18,105)         -
                                                      ---------  ---------
Net Cash provided by (used in) Investing Activities   $(18,105)  $      -

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

Net Increase (Decrease) in cash and cash equivalents   (12,709)     5,807

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

Cash at end of year                                   $    280   $  5,807
                                                      =========  =========

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
September 30, 2003 and for the three and six months ended September 30, 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  September  30,  2003 and March 31, 2003, and the results of their operations
for  the three  and six months ended September 30, 2003 and 2002, and their cash
flows  for  the  six  months  ended  September  30,  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  5,474,826  common  shares  issued  and outstanding and no
preferred  shares  issued  and outstanding as of September 30, 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  September  30,  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 5,474,826 common
shares  issued and outstanding and no preferred shares issued and outstanding as
of  September  30,  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  3  -  COMMITMENT  AND  CONTINGENCIES
------------------------------------------

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

NOTE  4  -  SUBSEQUENT  EVENTS
------------------------------

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.  The  financial  statements  and notes presented in this Form
10QSB  reflect  this  name  change.

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.

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

                 [ THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]







                                        7

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                              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.
formerly known as Pacific Realm, 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.

Date: November 13, 2003
                                                     /s/ Joseph Gutierrez
                                                     Joseph Gutierrez, President


<PAGE>



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of AeroTelesis  Inc.  formerly known as
Pacific  Realm,  Inc. on Form 10-QSB for the period ended  September 30, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"), each of the undersigned, in the capacities and on the dates indicated
below, hereby certifies pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
to  Section  906 of the  Sarbanes-Oxley  Act of  2002,  that to the  best of his
knowledge:

1.   The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operation of the Company.

/s/ Joseph Gutierrez
Joseph Gutierrez, President
Dated: November 12, 2003


<PAGE>