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 Form 10-KSB/A of aeroTelesis, Inc.;

      2.    Based on my  knowledge,  this  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 report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report,  fairly present in all material
            respects the financial  condition,  results of  operations  and cash
            flows of the small  business  issuer  as of,  and for,  the  periods
            presented in this report;

      4.    The small business  issuer'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)) and internal control over financial reporting (as defined
            in  Exchange  Act  Rules  13a-15(f)  and  15d-15(f))  for the  small
            business issuer 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  small   business   issuer,   including  its
                  consolidated  subsidiaries,  is  made  known  to us by  others
                  within those entities, particularly during the period in which
                  this report is being prepared;

                  (b) Designed such internal control over financial reporting,
                  or caused such internal control over financial reporting to be
                  designed  under  our   supervision,   to  provide   reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial  statements for external purposes
                  in accordance with generally accepted accounting principles;

                  (c) Evaluated the effectiveness of the small business issuer's
                  disclosure  controls  and  procedures  and  presented  in this
                  report  our  conclusions   about  the   effectiveness  of  the
                  disclosure  controls  and  procedures,  as of  the  end of the
                  period covered by this report based on such evaluation; and

                  (d) Disclosed in this report any change in the small business
                  issuer's  internal  control  over  financial   reporting  that
                  occurred during the small business issuer's most recent fiscal
                  quarter (the small business  issuer's fourth fiscal quarter in
                  the case of an annual report) that has materially affected, or
                  is reasonably likely to materially  affect, the small business
                  issuer's internal control over financial reporting; and

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      5.    The small business  issuer's other certifying  officer(s) and I have
            disclosed,  based on our most recent  evaluation of internal control
            over financial  reporting,  to the small business  issuer's auditors
            and the audit  committee  of the small  business  issuer'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
                  small business issuer'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 small business  issuer's  internal  control over financial
                  reporting.


Date: April 25, 2005


/s/ Joseph Gutierrez
Joseph Gutierrez, President/CFO