**FORM
          OF CERTIFICATION**
  **PURSUANT
          TO RULE 13a-14 AND 15d-14**
 **UNDER
          THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**
  **CERTIFICATION**
  I,
          Joseph
          Gutierrez, President, Chief Financial Officer and Principal Accounting
          Officer,
          certify that:
  1.  I
          have
          reviewed this Annual Report on Form 10-KSB (the “Annual Report”) for the fiscal
          year ended March 31, 2006 of aeroTelesis, Inc.;
  2.  Based
          on
          my knowledge, this Annual Report does not contain any untrue statement
          of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made,
          not
          misleading with respect to the period covered by this Annual
          Report;
  3.  Based
          on
          my knowledge, the financial statements, and other financial information
          included
          in this Annual 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 Annual Report;
  4.  The
          Registrant’s other certifying officer(s) and I are responsible for establishing
          and maintaining disclosure controls and procedures (as defined in Exchange
          Act
          Rules 13a-15(e) and 15d-15 (e)) for the Registrant and have:
  (a)  Designed
          such disclosure controls and procedures, or caused such disclosure controls
          and
          procedures to be designed under our supervision, to ensure that material
          information relating to the Registrant, including its consolidated subsidiaries,
          is made known to us by others within those entities, particularly during
          the
          period in which this Annual Report is being prepared;
  (b)  Intentionally
          Omitted;
  (c)  Evaluated
          the effectiveness of the Registrant’s disclosure controls and procedures and
          presented in this Annual Report our conclusions about the effectiveness
          of the
          disclosure controls and procedures, as of the end of the period covered
          by this
          Annual Report based on such evaluation; and
  (d)  Disclosed
          in this Annual Report any change in the Registrant’s internal control over
          financial reporting that occurred during the Registrant’s most recent fiscal
          quarter that has materially affected, or is reasonably likely to materially
          affect, the Registrant’s internal control over financial reporting;
          and
  5.  The
          Registrant’s other certifying officer(s) and I have disclosed, based on our most
          recent evaluation of internal control over financial reporting, to the
          Registrant’s auditors and the audit committee of the Registrant’s Board of
          Directors (or persons performing the equivalent functions):
  (a)  All
          significant deficiencies and material weaknesses in the design or operation
          of
          internal control over financial reporting which are reasonably likely to
          adversely affect the Registrant’s ability to record, process, summarize and
          report financial information; and
  (b)  Any
          fraud, whether or not material, that involves management or other employees
          who
          have a significant role in the Registrant’s internal control over financial
          reporting.
 Date:July
                    14, 2007
                By:
                /s/ *Joseph
                  Gutierrez*Name:
                    Joseph GutierrezTitle:
                    President, Chief Financial Officer and Principal Accounting
                    Officer
   The
          introductory paragraph of the Section 302 certification that refers to
          the
          certifying officers’ responsibility for establishing and maintaining internal
          control over financial reporting for the company, as well as paragraph
          4(b),
          have been omitted in accordance with Release No. 33-8618 (September 22,
          2005)
          because the compliance period has been extended for small business issuers
          until
          the first fiscal year ending on or after July 15, 2007.