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

                                  FORM 10-KSB/A
                                Amendment  No. 2

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

 [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 0R 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934

            For the transition period from           to

                            COMMISSION FILE NUMBER:        000-51008


                         TELESIS TECHNOLOGY CORPORATION
        (Exact name of small business issuer as specified in its charter)


              FLORIDA                                      04-3684840
  (State or Other jurisdiction of                       (IRS Employer
   incorporation or organization)                     Identification No.)

        1611 12TH STREET EAST, UNIT A
             PALMETTO, FLORIDA                                34221
 (Address of principal executive offices)                  (Zip Code)


                                 (941) 795-7441
                 (Issuer's telephone number including area code)


       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:
                           COMMON STOCK .001 PAR VALUE
                                (Title of Class)

<PAGE>

Check  whether  the  issuer  (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 for 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.

                                    Yes [X]   No

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained to the best of Company's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB.

Issuer's revenue for its most recent fiscal year: $1,545,180

The  aggregate  market  value of the voting and non-voting common equity held by
non-affiliates  of  the  Registrant  on  December 22, 2004 was $341,875. The per
share  stock  price  for  computational purposes was $0.25, based on the closing
sale  price per share for the Registrant's Common stock on the Pinksheets OTC on
December  22,  2004. This value is not intended to be a representation as to the
value or worth of the Registrant's Common Stock.

     State  the  number of shares outstanding of each of the issuer's classes of
common  stock, as of the latest practicable date. Common Stock Outstanding as of
December 31, 2004: 13,367,500 shares.

Transitional Small Business Disclosure Format:  Yes [ ]   No [X]


     This  Amended  Form  10-KSB  is  being  filed  by the Registrant to include
revised  financial  information  for  the  period  ended  December 31, 2004, in
connection  with  the  Registrant's accounting for its sale of long-lived assets
related  to the sale of the Registrant's prior office building during the fiscal
year  ended  December  31, 2004 (explained in greater detail under Note P of the
financial statements contained herein). Additionally, the Registrant has updated
its  disclosure  under  Note  O - Restatement to its December 31, 2004 financial
statements,  to  include  a description of the restatements made to its December
31,  2004 financial statements which was made in connection with an error in the
computation  of the Registrant's income tax expense relating to the recording of
deferred  income taxes due upon the Registrant's election out of "S" corporation
status  effective  January  1,  2004,  as described in more detail in such note.
Other  than  those  items  listed  above  which  the  Registrant has updated and
revised,  all  other  sections  of  this  Amended  Report on Form 10-KSB, unless
otherwise  stated, remain the same as originally filed by the Registrant on Form
10-KSB/A  on November 3, 2005, and investors should review the Registrant's most
recent  filings  for  updated  information  on  the  operations,  executives and
officers, and financial condition of the Registrant.

<PAGE>

                         TELESIS TECHNOLOGY CORPORATION

                              INDEX TO FORM 10KSB/A


PART I

Item 1.     Description of Business                                 4

Item 2.     Description of Property                                18

Item 3.     Legal Proceedings                                      18

Item 4.     Submission of Matter to a Vote of Security Holders     18


PART II

Item 5.     Market for Registrant's Common Stock
            and Related Stockholder Matters                        19

Item 6.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                    20

Item 7.     Financial Statements                                   31

Item 8.     Changes In and Disagreements with Accountants
            on Accounting and Financial Disclosure                 51

Item 8A.    Disclosure Controls and Procedures                     51


PART III

Item 9.     Directors, Executive Officers, Promoters and Control
            Persons/Compliance with 16(a) of the Securities
            Exchange Act                                           52

Item 10.    Executive Compensation                                 53

Item 11.    Security Ownership of Certain Beneficial Owners
            and Management                                         54

Item 12.    Certain Relationships and Related Transactions         54

Item 13.    Exhibits and Reports on Form 8-K                       55

Item 14.    Principal Accountant Fees and Services                 55


SIGNATURES                                                         57

<PAGE>

      INTRODUCTORY NOTES-FORWARD LOOKING STATEMENTS AND CERTAIN TERMINOLOGY

Some  of  the  statements  made  by  us in this Annual Report on Form 10-KSB are
forward-looking  in nature, including but not limited to, statements relating to
our  future  revenue,  product development, demand, acceptance and market share,
gross  margins,  levels  of research and development, our management's plans and
objectives  for our current and future operations, and other statements that are
not  historical  facts.  Forward-looking statements include, but are not limited
to,  statements that are not historical facts, and statements including forms of
the  words  "intend", "believe", "will", "may", "could", "expect", "anticipate",
"plan",  "possible",  and  similar terms. Actual results could differ materially
from  the  results implied by the forward looking statements due to a variety of
factors,  many  of  which  are  discussed  throughout  this  Annual  Report  and
particularly  in  the sections titled "Additional Factors That May Affect Future
Results"  and  "Factors  Affecting  Business,  Operating  Results  and Financial
Condition",  both  of  which  are  included  in the section titled "Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations".
Readers  are  cautioned  not  to  place  undue reliance on these forward-looking
statements,  which  speak only as of the date hereof. We undertake no obligation
to  publicly  release any revisions to these forward-looking statements that may
reflect  events  or  circumstances  after  the  date  hereof  or  to reflect the
occurrence of unanticipated events.

In  this  document,  the  words  "we,"  "our," "ours," and "us" refer to Telesis
Technology Corporation.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

INTRODUCTION

Telesis  Technology  Corporation,  a Florida corporation is a very young company
with  approximately  3  years  of  operational  history. We started as a general
Aerospace  &  Defense  Contractor,  performing  in  a  niche  area of electronic
component  assembly  and  performing  on  government  contracts  in  electronic
component  technology.  We  changed  our  strategy and focus by diversifying our
target  markets  and  to  serve  them  better  into product and service specific
business  divisions  that  all reported to the corporation. We currently operate
the  following  Divisions:  Telesis  Aerospace,  Commercial  Products  Division,
Telesis Test Labs and Telesis RF. The company manages a wide variety of products
and  services.  We  design,  manufacture  and  markets semiconductor, electronic
components  and  machined  components  and sub assemblies serving the aerospace,
defense,  industrial,  medical,  telecom, consumer & automotive market segments.

<PAGE>

Our  defense  industry products, which represent the bulk of our sales, are used
in  specifically  for  the  repair  and  maintenance  of weapons systems, ground
support,  and  equipment  spares programs radar and electronic warfare equipment
integrated into electronic systems for tactical aircraft, ships, ground systems,
and  missile systems. The demand for products manufactured by us and used in the
aerospace and defense industry has been growing at a fast pace during the last 2
years  and  is  expected  to continue to grow. This growth is attributable to an
increase  in demand for our products by the government and all prime contractors
dealing  with the government, as well as to our strategy to acquire market share
by offering leading edge products.

Telesis Aerospace

Since  our  inception  in 2002, Telesis Aerospace has been our flagship business
division.  Telesis  Aerospace  is  a  pure  Aerospace  &  Government Contractor,
specializing in managing and performing on government contracts in our specialty
product  segments.  Our  focus  has  been  electronic  components and sub-system
assemblies.  We  have  also  made  great  strides in developing first generation
products  in  the  fluid  control  device  segment  for  the Aerospace Industry,
Component  and  Subsystem  level  devices and specifically in the manufacture of
directional  regulators,  pressure  regulators, fluid flow regulators, check and
relief  valves,  and modules. Our contract performance and support has been well
diversified  and  we  have  accumulated  experience  in  the  following military
avionics  applications for: AH-64D, C-5, C-130, C-141, B-1B, B-52, RAH-66, V-22,
C-17,  CH46/47,  F22,  F-18, F-16, F-14, F-15, F-111, F-104, E-2C, F-35, and the
Blackhawk.  Our  product  applications  are in engine and aircraft fuel systems,
hydraulic  systems,  brake  and  landing  systems,  lubrication  and filtration,
utility actuation, flight controls and thrust reverser actuation.

Commercial Products Division (CPD)

Telesis CPD was formed to target the commercial and industrial market segment in
the  use of our products for telecom, computer, medical, automotive, agriculture
and  commercial  aviation.  Our market focus is to concentrate on selling to the
OEM  (original  equipment  manufacturer) customer base. We have 37 OEM customers
with  acceptance  of  our  product and have our components embedded in their end
products.

Telesis Test Labs

Telesis Test Labs provides qualification, testing and validation services to end
users  of  electronic  components,  distributors  and  suppliers of electronics,
contract  manufacturers and system integrators. Telesis Test Labs specializes in
the  pre-production  and  post-production  testing and validation of board level
components  and provides "one-stop" service that allows its customers to improve
their  time  to  market,  reduce  costs  and control quality parameters. Using a
controlled,  repeatable  process, Telesis Test Labs delivers confidence that the
tested  devices  conform  to  prescribed design specs and are suitable for their
intended operational use.

<PAGE>

Telesis  Test  Labs  specifically  provides  electronic  testing  services  for
Military,  Defense,  Aerospace,  Commercial, Medical and Industrial applications
including  certain  MIL  SPEC  TESTING  on  semiconductors  and  most electronic
devices.  We  offer  analysis  of  components,  including:  Destructive Physical
Analysis  (DPA),  Failure  Analysis  (FA),  Electrical  Performance Analysis and
Complete  Component  Analysis.  We  mainly  specialize in Semiconductor Testing,
Screening, Up-screening, Recertification, Qualification, Burn in and Reliability
Electrical  Testing at our facilities. Our electronic component testing services
are located in Singapore and Palmetto, Florida, USA. Telesis RF

Telesis RF is a market leader in the discrete segment of semiconductor industry.
With  contract  manufacturing  and  distribution  facilities  in  Singapore  and
Palmetto,  Florida,  we  provide  customers  with  a  broad range of Aerospace &
Automotive Rectifiers, Schottky Rectifiers, Power Rectifiers, Bridge Rectifiers,
Transient  Voltage Suppressors (TVSs), and Diodes. Our customers include leading
manufacturers  of  Aerospace  and  Defense  products,  consumer  and  commercial
electronics,  lighting,  telecommunications equipment, computers, automotive and
automotive aftermarket products. Our products have the following applications:

Automotive Rectifiers
Automotive  Rectifiers  are  intended  for  use  in  automobile and high current
applications.  Telesis  RF  manufactures  a  full  range  of  performance
characteristics  Press  Fit  Diodes, Button Diodes and Rectifier Cells which are
available  to  remanufacture  alternators to exactly meet expected demand. Solve
alternator  problems, whether spiking failure, constant heavy leading, and power
surging.

Bridge Rectifiers
Constructed  in either glass passivated chips or open junction chips, Telesis RF
manufactures  a  complete line of Bridge Rectifiers which can meet the power and
case  style  requirements of almost all electronics equipment. They are low cost
and  essential  for  any  electronics  equipment  which  requires  full  wave
rectification of an AC power source.

Fast Recovery Rectifiers
As  a  family  member  of  the  recovery  rectifiers,  Telesis  RF Fast Recovery
Rectifiers  are  having  maximum  switching  times  of  150nS  and  low  cost
characteristics. They are ideal to use in switching mode power supplies and high
frequency circuits in general, where low conduction losses, switching losses and
cost are critical.

High Efficiency Rectifiers
Telesis RF High Efficiency Rectifiers characterize reverse recovery times as low
as  50nS  and  voltage  levels  as  high  as  1000  volts and still maintain the
efficiencies  of  a  lower  forward voltage loss. They are ideal to use in SMPS,
inverters and free wheeling applications.

Schottky Rectifiers
Telesis  RF  Schottky  Rectifiers  are  the ideal product for high speed and low
power  loss  applications.  Constructed in Schottky Barrier chip with Guard Ring
for  transient  protection,  we  offer  our  customers a wide variety of barrier
heights  to  best  suit  their end applications. They are ideally suited for low
voltage,  high  frequency  rectification,  or  as  free  wheeling  and  polarity
protection diodes.

Small Signal Schottky Diodes
Small  Signal  Schottky Diodes are the extension of our Schottky Rectifiers with
forward current less than 0.5 Amp. They are available in popular SOT-23, SOT-323

<PAGE>

single  and  dual,  SOD-123,  and SOD-323 packages. Low forward voltage drop and
fast  switching makes these diodes ideal for laptops, cell phones, PDA's and any
of the new battery powered portable devices.

Small Signal Switching Diodes
Small  Signal  Switching  Diodes  are  intended  for using in telecommunications
equipment,  PC  motherboards,  automotive  systems, power supplies and consumer.
They are utilized for signal blocking, routing, switching, and handling a myriad
of function at lower currents.

Standard Recovery Rectifiers
Telesis  RF  Standard  Recovery Rectifiers characterize low forward voltage drop
and  high  current  capability. They are low cost and ideally suited for general
purpose  applications  as  consumer  electronics,  lightings,  computers,
telecommunications equipment and accessories.

Super Fast Recovery Rectifiers
Encapsulated  in  axial leads, surface mount, TO-220, TO-220A or TO-3P packages,
Telesis  RF  Super  Fast Recovery Rectifiers are having reverse recovery time as
low  as  35nS to complement the Schottky devices for higher voltage requirements
in high frequency applications. They are intended to use in switching mode power
supplies and frequency circuits.

Transient Voltage Suppressors (TVS)
Transient  Voltage  Suppressors  are  manufactured  with large area junctions to
provide  a  high  surge current handling capability and low dynamic impedance in
avalanche  mode.  Their  design  enables  these avalanche diodes to absorb large
amounts of energy for short time durations without sustaining damage. Telesis RF
offers  a  broad range of glass passivated avalanche TVS diodes ranging from 400
to  5000  watts  designed to provide a high level of reliable protection against
destructive surges.

Zener Diodes
Zener  Diodes  are  used  as  voltage  regulators,  voltage  references, voltage
suppressors  against  ESD  threats  and assorted clipping and clamping circuits.
Telesis  RF provides a wide variety of package options including axial leads and
surface mount SOD-123, SOD-323, SOT-23 and SOT-323 single and dual.

We  believe  our  future success depends upon our ability to broaden our product
offerings, continue to increase our Government and Commercial customer base, and
capture  volume  product  delivery  opportunities  with increased gross margins.
While  we  continually  attempt  to expand our customer base, we cannot give any
assurance  that  a  major  customer  will  not  reduce,  delay, or eliminate its
purchases  from us. Such a reduction would have a material adverse effect on our
business, results of operations, and financial condition.

We  have  experienced,  and  expect to continue to experience, declining average
sales  prices  for  our  products.  Consequently,  we  believe  that in order to
maintain or improve our existing gross margins in the near term, we must achieve
manufacturing  cost  reductions,  and in the long term develop new products that
incorporate  advanced  features  that generate higher gross margins. There is no
assurance  that  the Company will be able to develop products that will generate
higher gross margins, or that we will be able to reduce manufacturing costs.

<PAGE>

BUSINESS STRATEGY

Our  primary  focus  has been in the Aerospace and Defense sector, we have moved
rapidly to utilize our knowledge base in Defense Sub System and Assembly related
design  and  manufacturing  to  offer  new  products,  as  well as variations of
existing  products.  The  results  of  this  strategy  have  been an increase in
revenues for our Telesis Aerospace related products and a revenue growth of over
100%  year  after  year.  This has been our fastest and only triple digit growth
business division.

We will continue to expand and capitalize on this growth while also diversifying
our  company  into a non cyclical business. Utilizing our extensive knowledge in
Machined  Parts  design  capabilities  and  manufacturing,  we have expanded the
products  we  offer as part of our full line catalog. Such products are designed
for  and marketed to the Aerospace and Defense market sectors. We also intend to
utilize the contract design capabilities toward higher value added products such
as subsystems and discrete semiconductor manufacturing.

Due  to  our  limited financial resources, as well as the adverse effects of the
global  downturn in the telecom, commercial, industrial infrastructure spending,
we  will  limit  the  level of new product introductions to this market to those
which  will  provide  adequate  margins  or those in which potential or existing
customers  will share the costs of the new product development. Therefore, we do
not  intend  to  introduce  new  products  for  certain  market segments such as
Telecom.

MARKETS

We  sell  our  products  into  various  market segments via our product specific
business  divisions.  In  fiscal  2004,  we  derived  approximately 73.2% of our
revenues  from Telesis Aerospace, 25.3% from Commercial Products Division (CPD),
and  1.5%  from  Telesis Test Labs. In comparison, in fiscal 2003 we derived 66%
from  Telesis  Aerospace, 34% from Commercial Products Division (CPD), and 0.00%
from Telesis Test Labs.

Telesis Aerospace

Telesis  Aerospace  is  an  Aerospace  &  Defense Contractor selling product and
service to the US Government and all its agencies and defense prime contractors.
Telesis  Aerospace  focuses on military, governmental agencies and prime defense
contractors.  Telesis  Aerospace  maintains,  manages  and  performs  on  prime
government  contracts  for  supplies,  services  and  product  repair.  Telesis
Aerospace  specializes  in  the  manufacture of directional regulators, pressure
regulators,  fluid flow regulators, check and relief valves, and modules. We are
considered  a specialized manufacturer serving principally aerospace and defense
markets in four areas of concentration: Avionics, Systems, Sensors, and Motion.

<PAGE>

Our  product  applications  are  in  engine and aircraft fuel systems, hydraulic
systems,  brake  and  landing  systems,  lubrication  and  filtration,  utility
actuation, flight controls and thrust reverser actuation.

Commercial Products Division (CPD)

Telesis  CPD  has  made  significant  in  roads  in  the commercial, industrial,
computer,  medical  and commercial aviation market segments. We perform on fixed
price  commercial  contracts  to supply and service (OEM) commercial end product
within  the  above  mentioned sectors. We only enter into binding contracts that
are beneficial, fixed and have higher margins for our products for supply.


Telesis Test Labs

Telesis  Test  Labs  is  a new business division that complements our Commercial
Products  Division  in that we share the same customers but offer services only.
Our  services  entail  specific reliability testing on electronic components for
verification  and  validation  by third party distributors and suppliers of such
product.  We  maintain a testing facility and state of the art equipment with in
house  engineers  to  conduct  all  testing  processes.  We sell our services to
commercial OEM and distributors of board level components.

Telesis RF

Telesis  RF  is  a contract manufacturer of discrete semiconductors to a diverse
range  of customers. Our end markets and applications are vast in nature. We are
in  the  design  and  development  of  our  first  generation of products and we
anticipate  the  first  manufacturing  and lot run sometime in the first quarter
2005. We serve the following end markets:


Consumer Electronics       Set-top Boxes (cable/DSS), Game
                           Consoles, Smart Appliances, Digital Audio
                           Players, MP3, Digital Cameras, Mobile
                           handset and smart phones, Caller ID
                           Boxes, Answering Machines, Personal
                           Medical Devices
----------------------------------------------------------------------
Computing and Peripherals  Notebooks, LCD/TFT Displays,
                           Motherboards, PDAs/Pocket PCs,
                           Scanners, Servers, NICs, Hard Drives
----------------------------------------------------------------------
Industrial                 Ballast Lighting, Power Supplies, DC-DC
                           Conversion, Security/Access Systems,
                           Motor Controls, HVAC
----------------------------------------------------------------------
Communications             Gateways, Routers, Switches, Hubs, Fiber
                           Optics, Wireless, Ethernet, Power/Phone
                           Line Networks
----------------------------------------------------------------------
Automotive                 Comfort Controls, Audio/Video Players,
                           GPS Navigation, Safety, Security, Satellite
                           Radios, Engine Control
----------------------------------------------------------------------

Historically,  discrete  semiconductors have been characterized by a slower rate
of  innovation  and lower value-added than integrated circuits ("ICs"). However,
the  Company  believes  that changes in the consumer electronics, communications

<PAGE>

and  computing  industries,  in  particular,  have  created  a  need for renewed
innovation  in  discrete  semiconductor technology. The proliferation of mobile,
battery-powered  devices  has  placed a premium on smaller size and lower energy
consumption.  The  Company's  product development efforts are focused on devices
that  reduce size and power consumption, increase performance and simplify board
design.

PRODUCTS

Our  products  are custom contract manufactured upon a fixed price contract from
the  end  customer.  Our product specific divisions handle all sales and product
manufacturing on a job basis.

Telesis Aerospace

We performed on contracts that required a wide variety of products and services.
The  bulk  of  our  products  were  from our offering with a small portion being
custom  specific  manufacturing.  On the aircraft engine application products we
produced  standard solenoid valves, check valves, modules, fuel valves, actuator
relief  valves.  We  developed  and  offered new designs in main system machined
valves,  pressure  valves,  thermal relief valves. We performed and supplied all
products  according  to  the  fixed  or  indefinite  purchase  order  terms  and
conditions  in  accordance with the issuing governmental agency or in accordance
with the commercial customer drawings.

Commercial Products Division (CPD)

We offered all commercial level products offering via our line card and catalog.
We supported all product lines represented in our product line card and assisted
in providing value added services upon the completion of the product shipments.

Telesis Test Labs

We supported our CPD customers with services for testing and validation of board
level components. This was in conjunction with our sales efforts through CPD. We
did  not  offer  any product through this business division. We strictly offered
only a service offering to all commercial customers.

Telesis RF

Semiconductors, the building blocks of the electronics industry, provide support
and  make  electrical connections to integrated circuits ("ICs") and come in two
basic configurations: discrete semiconductors and ICs. The Company is engaged in
the  design,  contract  manufacture,  sale,  and  distribution  of  discrete
semiconductors, which are fixed-function components.

In  terms  of  function,  ICs are far more complex than discrete semiconductors.
They  are multi-function devices of the sort found in computer memory boards and
central processing units. ICs, characterized by rapid changes in both production
and  application, and the desire to put ever-more intelligence into ever-smaller
packages,  have  required  the  development of manufacturing techniques that are
highly sophisticated and expensive.

<PAGE>

Discrete  semiconductors,  which  effectively  tie  integrated circuits to their
surrounding  environments  and  enable  them to work, vary according to voltage,
current,  power  handling capability and switching speed. In a standard industry
classification,  those  discrete  semiconductors operating at less than one watt
are  referred  to  as low-power semiconductors, while those operating at greater
than  one watt are termed power semiconductors. Both types of semiconductors are
found  in  a  wide  assortment  of  commercial instrumentation and communication
equipment,  in  consumer  products  like  televisions  and  telephones,  and  in
automotive, computer and industrial electronic products.

Almost  as  important  as  the  technology  of  the  discrete  component, is the
component  packaging.  The  industry  trend  is  to fit discrete components into
ever-smaller  and  more  efficient  surface-mount  packages.  Smaller  packaging
provides  a  reduction in board space, height, and weight and is well suited for
battery-powered,  hand-held  and  wireless applications such as cellular phones,
notebook  and palmtop computers and accessories where space is at a premium. The
objective  is  to  fit  the  same functionality and power handling features into
smaller packages.

CUSTOMERS

We  are  qualified  and  certified  to  sell to all Governmental Agencies, Prime
Aerospace Defense Contractors, Commercial OEM manufacturers worldwide, including
Pratt  &  Whitney,  United Technologies, BAE Systems, Raytheon, Boeing, Lockheed
Sanders,  Rockwell,  ITT,  and  L3-Communications. We sell products to large OEM
Commercial customers also.

For the fiscal year ended December 31, 2004, our largest customer was Department
of  Defense  (DoD),  which  accounted  for approximately 65% of net sales. Other
Government  Agencies  were our second largest customer with approximately 10% of
net  sales. For fiscal year ended December 31, 2003, Department of Defense (DoD)
was  our  largest  customer accounting for 50% of net sales, with Commercial OEM
customers  as  our  second largest customer with approximately 25% of net sales.
The  loss  of  either  of  these  customers, or a significant loss, reduction or
rescheduling  of  orders from any of our customers could have a material adverse
effect on our business, results of operations and financial condition.

We  rely  heavily  on  acquiring  new  customers.  The  acquisition rate for new
customers  during  fiscal  2004  was  approximately 10 new customers per quarter
compared to approximately 4 new customers per quarter for fiscal 2003.

SALES, MARKETING AND DISTRIBUTION

We  sell  our  products through a combination of a technically proficient direct
sales  force  and a technically trained inside sales group. We have not yet made
an  alliance  to  set up a network of independent sales representatives selected
for  their  familiarity  with our potential customers and their knowledge of our
products  for  the  diversified product sectors we support. Currently the direct

<PAGE>

sales  personnel  of the company generate all product sales, provide product and
customer  service,  and  provide  customer  feedback for product development. In
addition,  the  sales  personnel  receive  support  from our inside sales group,
marketing, product support and customer service staff.

Our  marketing  efforts  are  focused  on  establishing and developing long-term
relationships with potential customers. Sales cycles for certain of our products
are  lengthy,  typically  ranging  from  six  to  twelve  months.  Our customers
typically  conduct  significant  technical  evaluations  of  our products before
making purchase commitments. In addition, as is customary in the industry, sales
are made through standard purchase orders, which can be subject to cancellation,
postponement,  or other types of delays. While certain customers provide us with
forecasted needs, they are not bound by such forecasts.

WARRANTY

Our warranty varies by product type and typically covers defects in material and
workmanship  for  one  year  from  the  date  of  delivery.  We perform warranty
obligations  and  other  maintenance  services  at  our  facilities in Palmetto,
Florida.

COMPETITION

The Aerospace, Defense, Commercial, Industrial, Medical electronic component and
sub  system  marketplace  is  highly competitive and intense. Some of the larger
competitor  companies  include Ester line, Micro Semi Corporation, International
Rectifier  Corporation, Micro Commercial Components and Vishay of which all have
greater  financial,  marketing,  distribution,  brand name recognition and other
resources  than the Company. Although most of the competitors have significantly
higher  resources  than  we  have,  we  believe  that our technical abilities in
implementing  our  products  do  not  differ to any great degree. We utilize our
technological knowledge as well as price to compete effectively.

Accordingly, in response to market conditions, the Company from time to time may
reposition  product  lines  or  decrease  prices, which may affect the Company's
profit  margins on such product lines. Competitiveness in sales of the Company's
products  is determined by the price and quality of the product, and the ability
of  the  Company  to  provide  delivery and customer service in keeping with the
customers'  needs.  The  Company  believes  that  its flexibility and ability to
quickly  adapt  to  customer  needs  affords  it  some  competitive  advantages.
Nevertheless, the Company expects that competition with larger and better-funded
rivals will continue to be a challenge.

No assurance can be given that our competitors will not develop new technologies
or  enhancements  to existing products or introduce new products that will offer
superior  price  or performance features. We expect our competitors to offer new
and  existing  products at prices necessary to gain or retain market share. Some
of  our  competitors have substantial financial resources, which may enable them
to  better withstand sustained price competition or a market downturn. There can
be  no  assurance that we will be able to compete successfully in the pricing of
our products, or otherwise.

MANUFACTURING AND SUPPLIERS

Our  headquarters  and  our  light  assembly,  testing  facility  is  located in
Palmetto,  Florida. Our contract manufacturing facility is located in Singapore.

<PAGE>

Our  manufacturing  process  involves  the  assembly  of  numerous  individual
components  or  sub  assemblies  and  sub  systems  for  precise  fine-tuning by
production  technicians  and  assemblers.  The  parts  and  materials we use can
consist  primarily  of  specialized  printed  circuit  boards,  specialized
subassemblies,  fabricated housings, and small electric circuit components, such
as integrated circuits, semiconductors, resistors and capacitors.

We  are  ISO  9001  &  AS9100  compliant, a uniform worldwide quality management
system  standard,  on  our  headquarters  and  manufacturing facility located in
Palmetto,  Florida  and  Singapore.  Numerous  customers and potential customers
throughout  the  world,  particularly  in Europe, require their suppliers be ISO
compliant  or  certified. In addition, many customers require their suppliers to
purchase components only from subcontractors that are ISO or AS9100 compliant or
certified.  We  are  currently  in  the  process  of  evaluating  AS9100/ISO
certification programs company wide.

We currently procure, and expect to continue to procure, certain components from
single  source  manufacturers due to unique component, sub system, part assembly
designs as well as certain quality and performance requirements. In addition, in
order  to  take  advantage  of  volume  pricing  discounts,  we purchase certain
customized  components  from  single  sources.  Although  we  did not experience
shortages  during fiscal year 2004, we may in the future experience shortages of
single-source components. In such event, we may have to make adjustments to both
product  designs  and  production  schedules,  which  could  result in delays in
production and delivery of products. Such delays could have an adverse effect on
our operating results and financial condition.

RAW MATERIALS

The  Company  uses  a  variety  of raw materials in its manufacturing processes,
including  molding  compounds, lead frames, gold wire, and various other metals,
chemicals  and  gasses, as well as finished and raw silicon wafers. Although the
raw  materials  are available from a number of sources, the Company's results of
operations  may  be  materially  and  adversely  affected  if  it has difficulty
obtaining  these  raw  materials,  the  quality  of  available  raw  materials
deteriorates or there are significant price increases for these raw materials.

BACKLOG

The  amount of backlog to be shipped during any period is dependent upon various
factors,  and  all  orders  are subject to cancellation or modification, usually
with minimal or no penalty to the customer. Orders are generally booked from one
to twelve months in advance of delivery. The rate of booking new orders can vary
significantly  from  month to month. The Company and the industry as a whole are
experiencing  a trend towards shorter lead-times (the amount of time between the
date  a  customer  places an order and the date the customer requires shipment).
The  amount  of  backlog at any date depends upon various factors, including the
timing  of  the  receipt  of  orders, fluctuations in orders of existing product
lines,  and the introduction of any new lines. Accordingly, the Company believes
that the amount of backlog at any date is not a useful measure of future sales.

<PAGE>

PRODUCT RESOURCES

We  sell  products  primarily  pursuant to purchase orders for current delivery,
rather  than  pursuant  to  long-term  supply  contracts. Many of these purchase
orders  may  be revised or canceled without penalty. As a result, we must commit
resources to the production of products without any advance purchase commitments
from  customers.  Our inability to sell, or delays in selling, products after we
devote significant resources to them could have a material adverse effect on our
business, financial condition and results of operations.

QUALIFIED PERSONNEL

Our  future  success  depends,  in  part, upon our ability to attract and retain
highly qualified technical, sales, marketing and managerial personnel. Personnel
with the necessary expertise are scarce and competition for personnel with these
skills  is  intense. We may not be able to retain existing key technical, sales,
marketing  and managerial employees or be successful in attracting, assimilating
or  retaining  other highly qualified technical, sales, marketing and managerial
personnel  in  the  future. If we are unable to retain existing key employees or
are  unsuccessful  in  attracting  new highly qualified employees, our business,
financial  condition and results of operations could be materially and adversely
affected.

SUPPLIERS

Our  manufacturing  operations  depend  upon  obtaining  adequate  supplies  of
materials, parts and equipment on a timely basis from third parties. Our results
of  operations  could  be adversely affected if we are unable to obtain adequate
supplies of materials, parts and equipment in a timely manner or if the costs of
materials, parts or equipment increase significantly. In addition, a significant
portion  of  our total sales is from parts manufactured by outside vendors. From
time to time, suppliers may extend lead times, limit supplies or increase prices
due  to  capacity  constraints  or  other  factors.  Although  we  generally use
products,  materials,  parts and equipment available from multiple suppliers, we
have  a  limited  number  of  suppliers  for some products, materials, parts and
equipment.  While  we  believe  that  alternate  suppliers  for  these products,
materials,  parts and equipment are available, any interruption could materially
impair our operations.

PRODUCT LIABILITY

One  or  more of our products may be found to be defective after we have already
shipped  such  products in volume, requiring a product replacement or recall. We
may also be subject to product returns, which could impose substantial costs and
have  a  material  and  adverse  effect on our business, financial condition and
results  of operations. Product liability claims may be asserted with respect to
our  technology  or  products.  Although  we  currently  have  product liability
insurance,  there can be no assurance that we have obtained sufficient insurance
coverage,  or  that  we  will have sufficient resources, to satisfy all possible
product liability claims.

SYSTEM OUTAGES

Risks  are  presented  by  electrical  or  telecommunications  outages, computer
hacking  or  other  general  system  failure.  To  try  to manage our operations
efficiently  and  effectively,  we  rely heavily on our internal information and
communications  systems  and  on systems or support services from third parties.

<PAGE>

Any  of these systems are subject to failure. System-wide or local failures that
affect  our  information  processing  could have material adverse effects on our
business,  financial  condition,  results  of  operations  and  cash  flows.  In
addition, insurance coverage for the risks described above may be unavailable.

DOWNWARD PRICE TRENDS

Our industry is intensely competitive and prices for existing products tend to
decrease steadily over their life cycle. There is substantial and continuing
pressure from customers to reduce the total cost of using our parts. To remain
competitive, we must achieve continuous cost reductions through process and
product improvements. We must also be in a position to minimize our customers'
shipping and inventory financing costs and to meet their other goals for
rationalization of supply and production. Our growth and the profit margins of
our products will suffer if our competitors are more successful than we are in
reducing the total cost to customers of their products.

OBSOLETE INVENTORIES

The  life  cycles of some of our products depend heavily upon the life cycles of
the  end products into which our products are designed. Products with short life
cycles  require  us  to  manage  closely  our  production  and inventory levels.
Inventory  may  also  become  obsolete  because of adverse changes in end-market
demand.  We  may  in  the  future  be  adversely  affected by obsolete or excess
inventories  which  may result from unanticipated changes in the estimated total
demand  for  our  products or the estimated life cycles of the end products into
which our products are designed.

FUTURE ACQUISITIONS

As part of our business strategy, we expect to review acquisition prospects that
would  implement  our  overall corporate business strategy or offer other growth
opportunities.  While  we  have no current agreements and no active negotiations
underway  with  respect to any acquisitions, we may acquire businesses, products
or technologies in the future. In the event of future acquisitions, we could:

     -    use a significant portion of our available cash;

     -    issue  equity  securities,  which  would  dilute current stockholders'
          percentage ownership;

     -    incur substantial debt;

     -    incur or assume contingent liabilities, known or unknown;

     -    incur amortization expenses related to intangibles; and

     -    incur large, immediate accounting write-offs.

<PAGE>

Such  actions  by us could harm our operating results and/or adversely influence
the price of our Common Stock.

EMPLOYEES

As  of  December 31, 2004, we had 17 full-time employees. We believe the success
of our business depends, in part, on our ability to attract and retain qualified
personnel,  particularly  qualified  scientific,  technical  and  key management
personnel.  Our  employees are not governed by collective bargaining agreements.
We believe our relationships with are employees are good.

ENVIRONMENTAL REGULATIONS

We  are  subject  to  a  variety  of  U.S.  federal,  state,  local, and foreign
governmental  laws, rules and regulations related to the use, storage, handling,
discharge  or  disposal  of  certain  toxic,  volatile  or  otherwise  hazardous
chemicals  used  in  our  manufacturing  process. Any of these regulations could
require us to acquire equipment or to incur substantial other expenses to comply
with  environmental  regulations.  If  we  were  to incur substantial additional
expenses,  our  product  costs  could  significantly  increase,  thus materially
affecting  our  business,  financial  condition  and  results of operations. Any
failure  to  comply  with  present  or  future  environmental  laws,  rules  and
regulations  could  result  in  fines,  suspension of production or cessation of
operations,  any  of which could have a material adverse effect on our business,
financial condition and results of operations.

As  of  December 31, 2004, and since the corporation's inception date there have
and  were  no  known environmental claims or recorded liabilities. We believe we
are currently in compliance in all material respects with such regulations.

INTELLECTUAL PROPERTY

We  rely  on  trade  secrets  and  execute  confidentiality  and  non-disclosure
agreements  (NDA) with our employees and limit access to and distribution of our
proprietary  information  such  as  methods and processes. We maintain a secured
facility  with  access  control  on  our  building  for maintaining security and
protection  of proprietary company processes and techniques. We have an on-going
program,  which  encourages applications for both U.S. and international patents
for  various  aspects of our technology. These efforts allow us to rely upon the
knowledge  and  experience  of  our  management  and technical personnel and our
ability  to  market  our  existing  products  and  to  develop new products. The
departure  of our founder and CEO and or the failure to achieve our intellectual
property  objectives  may  have  a  material  adverse  effect  on  our business,
financial condition and results of operations.

We  believe our success depends upon the knowledge and experience of our founder
and  CEO  and  our  ability  to  market our existing products and to develop new
products.  We do have non-compete agreements with our employees who are employed
on  an "at-will" basis. Therefore, employees may not, leave us to go to work for

<PAGE>

a competitor. While we believe that we have adequately protected our proprietary
technology,  and  we  will take all appropriate and reasonable legal measures to
protect  it,  the  use  of  our  processes by a competitor could have a material
adverse effect on our business, financial condition and results of operations.

Our  ability  to  compete  successfully  and  achieve future revenue growth will
depend,  in  part,  on  our  ability  to  protect our proprietary technology and
operate  without  infringing  upon  the  rights of others. We may not be able to
successfully  protect our intellectual property and our intellectual property or
proprietary  technology may otherwise become known or be independently developed
by competitors. In addition, the laws of certain countries in which our products
have  been or may be sold may not protect our products and intellectual property
rights to the same extent as the laws of the United States.

The  inability  to  protect our intellectual property and proprietary technology
could  have  a  material adverse effect on our business, financial condition and
results  of  operations.  As  the  number  of  patents,  copyrights  and  other
intellectual  property  rights in our industry increases, and as the coverage of
these  rights  and  the  functionality  of  the  products  in the market further
overlap,  we  believe  that  companies  in  our  industry may face more frequent
infringement  claims.  We  may  in the future be notified that we are infringing
upon certain patent or other intellectual property rights of others. Although we
are  not  aware  of  any  pending  or  threatened intellectual property lawsuits
against us, we cannot guarantee that such litigation or infringement claims will
not  occur  in the future. Such litigation or claims could result in substantial
costs and diversion of resources and could have a material adverse effect on our
business,  results of operations and financial condition. A third party claiming
infringement may also be able to obtain an injunction or other equitable relief,
which  could  effectively  block  our  ability  or  our  customer's  ability  to
distribute,  sell,  or  import  allegedly  infringing  products.  If  it appears
necessary  or  desirable,  we  may  seek  licenses  from  third parties covering
intellectual  property  that  we  are  allegedly infringing. No assurance can be
given,  however, that any such licenses could be obtained on terms acceptable to
us,  if  at  all.  The  failure to obtain the necessary licenses or other rights
could  have  a  material adverse effect on our business, financial condition and
results of operations.

<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

As  of  December  31,  2004  Telesis  Technology  Corporation  owned  all of its
facilities.  We  have no leases or long term or short term rental agreements. We
believe  that  our  current  facilities  are in reasonable condition and provide
adequate expansion capabilities.

The  Company's  primary  physical  properties during the year ended December 31,
2004 were as follows:

-    The  Company's  headquarters  and  product  distribution  center is located
     in  an  industrial  building at 1611 12th Street East, Unit A, Palmetto, FL
     34221  USA,  and consists of approximately 6000 square feet. The Company is
     the owner of this facility.

-    The  Company's  National  Distribution  and  Assembly  center is located in
     Superior, Nebraska and is as follows:

     1.   The  downtown  Superior,  NE  office  building  is  used  for  general
          administrative  and  sales support; it is a 2 story building with 9000
                                                                            ----
          square feet office space. The Company is the owner of this facility.
          -----------
     2.   The  Company's  assembly  and  distribution  warehouse  is  located on
          10  acres  on  Lot  2  in  the Kottemeyer Industrial Park, One Telesis
          Drive,  Superior,  NE  68978.  This is a 20,000 square feet industrial
                                                   ------------------
          building. The Company is the owner of this facility.
     3.   The  Company  also  owns  Lots  1  & 2 totaling to 15 acres for future
                                                             --------
          expansion  purposes  in  Kottemeyer  1st  Addition  Industrial  Park,
          Superior, NE 68978 IN Nuckolls County.

ITEM 3. LEGAL PROCEEDINGS

We  may  be subject to, from time to time, various legal proceedings relating to
claims  arising out of our operations in the ordinary course of our business. We
are  not  currently  a  party  to  any legal proceedings, the adverse outcome of
which, individually or in the aggregate, would have a material adverse effect on
the business, financial condition, or results of operations of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable

<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION

Our common stock currently trades on The Pinksheets OTC (over the counter) under
the  symbol  "TLST".  Telesis  Technology Corporation was a Private company that
went  public  on  August  11,  2004.  The table below sets forth for the periods
indicated (1) the high and low bid prices for the Company's common stock for the
periods  it  traded  on the Pinksheets OTC market. The source of the information
for the high and low bid prices is the OTC Bulletin Board.

                                              PRICE RANGE OF
                                               COMMON STOCK
                                            ------------------
                                              HIGH       LOW
                                            --------    ------
     Fiscal year ended December 31, 2004

     First quarter      (Private Company)   $           $
     Second quarter     (Private Company)   $           $
     Third quarter                          $   1.10    $ 0.40
     Fourth quarter                         $   0.65    $ 0.12

At  December  31,  2004  there  were  approximately  32 holders of record of the
Company's common stock. This number does not include the number of persons whose
stock is in nominee or in "street name" accounts through brokers.

DIVIDENDS

We  have  not paid cash dividends and do not anticipate paying cash dividends in
the  foreseeable  future. We expect to utilize future earnings to finance future
growth.  The  actual  amount  of  any  dividends  paid  would  be subject to the
discretion  of  our Board of Directors and would depend on operations, financial
and business requirements, compliance with bank covenants and other factors.

Equity Compensation Plans
The company does not have an existing equity compensation plan and did not issue
any Common Stock per such a plan as of December 31, 2004.

Recent Sales of Unregistered Securities
We did not issue any securities in unregistered offerings in fiscal 2004.

<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS
The  following  table  summarizes  the  Company's  results of operations both in
dollars and as a percentage of net sales for the fiscal years ended December 31,
2003 and 2004.

<TABLE>
<CAPTION>

                                         YEAR ENDED DECEMBER 31,
                                  ------------------------------------------
                                         2003                    2004
                                  -------------------      -----------------
                                 (DOLLARS IN THOUSANDS)
<S>                                      <C>                      <C>
Revenues
Telesis Aerospace                 $     476      66.0%     $  1,131    73.2%
Commercial
Products Division (CPD)                 245      34.0           391     25.3
Telesis Test Labs                         0       0.0            23      1.5
                                  ---------   -------      --------   ------
Total net sales                         721     100.0         1,545    100.0
Cost of goods sold                      518      71.8         1,033     66.8
                                  ---------   -------      --------   ------
Gross profit (loss)                     203      28.1           512     33.1

Operating expenses:
Selling, general and
administrative                          117      16.2           401     25.9
                                  ---------   -------      --------   ------
Operating profit
(loss)                                   86      11.9           140      9.0
Other (expense),
net                                      (5)      0.6            16      1.0
(Loss) profit before
income taxes                             80     11.1            125      8.1
Income tax expense                       --      0.0             49      3.2
                                  ---------   ------       --------   ------
                                  ---------   ------       --------   ------
Net profit (loss)                 $      80     11.1%      $     76     4.9%
                                  =========   ======       ========   ======
</TABLE>

<PAGE>


FISCAL  YEARS  ENDED  DECEMBER  31,  2004  AND  2003

Net  sales. Total sales for fiscal 2004 were $1,545,180, compared to $721,419 in
fiscal  2003.  This  was  an  increase  of 114% in Revenues. The increase in net
sales  is  attributable  to  continuous growth in the Telesis Aerospace business
division  and  the Aerospace & Defense sectors coupled with some returning sales
in  the  Commercial  OEM  market.

Telesis  Aerospace  made  up  $1,131,000  or  73.2% of net sales in fiscal 2004,
increasing by $655,000 or an increase of 138% of total sales in fiscal 2003. The
revenues  generated by Telesis Aerospace were the result of an increase in sales
staff,  an increase in training of sales staff, and an increase in an aggressive
sales  and  marketing  effort  corporate  wide.



Commercial Products Division (CPD) revenues were $390,940 which represents 25.3%
of  total  sales  in  fiscal  2004, as compared to $245,282 which was 34% of net
sales  in  fiscal  2003.  This  was  a 159% increase in sales for the Commercial
Products  Division (CPD) from the prior year of 2003.  The revenues generated by
the  Commercial Products Division were the result of an increase in sales staff,
an  increase  in training of sales staff, and an increase in an aggressive sales
and  marketing  effort  corporate  wide.

Telesis  Test  Labs  generated $23,276 as a new business division in fiscal 2004
which contributed 1.5% of total net sales for the company.

Gross  profit. Gross profit for fiscal 2004 was $511,950, or 33.1% of net sales,
compared to a gross profit in fiscal 2003, of $202,831, or 28.1% of net sales in
2003.  Total  Gross  Profit  increased  by  152% in 2004 compared to 2003.



Other  operating  income.  Other  operating  income for fiscal 2004 was $30,203,
compared to other operating income of $0 for fiscal 2003. Other operating income
consisted  solely  of  the gain on the sale of our former office building during
the year ended December 31, 2004.

Selling, general, operating expenses and administrative costs. Selling, general,
operating  expenses  and  administrative costs for fiscal 2004 were $401,371, or
25.9%  of  total  net  sales,  compared  to $117,447, or 16.2% of net sales, for
fiscal 2003.



The  increase is attributed to additional personnel, new consulting services for
the  purpose  of  process  improvement,  and increased audit related fees. These
increases  are  further  described  in  further  detail  as  follows:

(a)  Freight  -  ($10,275 in 2003 and $28,154 in 2004) increased at a rate lower
than  the  change  in  Sales.  This  was due to negotiated discounts relative to
increased  business  with  the  freight  vendors;

(b)  Salaries  and wages ($47,662 in 2003 and $238,536 in 2004) increased due to
the addition of new sales personnel, returning outsourced accounting services to
an  in-house  position  to  provide more timely and accurate information, and an
increase in warehouse/shipping/receiving staff to handle the increased work load
relative  to  the  high  growth  in  Sales;

(c)  Professional  Fees  ($7,945 in 2003 to $27,541 in 2004) due to the need for
professional  services  related  to  SEC  filings  and  audit  requirements;


<PAGE>


(d)  Payroll  taxes  and  employee benefits ($4,772 in 2003 and $25,184 in 2005)
increased  due  to  an  increased  number of employees, and providing additional
health  care  benefits;

(e) Operating supplies ($4,113 in 2003 and $14,913 in 2004) increased due to the
increase  in  Sales  and  the  expansion  into  new  facilities;

(f)  Utilities  and telephone ($7,576 in 2003 and $14,241 in 2004) increased due
to  an increase in facilities, upgrade of Data Network and an increase in volume
usage  of  Data  &  Voice  Network;

(g) Depreciation and amortization ($3,850 in 2003 and $13,390 in 2004) increased
due  to  the  purchase  of  additional  assets  and  facilities;

(h)  Office  supplies  ($3,354  in 2003 and $7,153 in 2004) increased due to the
increase in administrative and clerical employees working and increases in sales
activities;


(
i) Taxes and licenses ($, 2,229 in 2003 and $8,334 in 2004) increased due to an
increase in taxable income, an increase in taxable property (state level), local
licenses  required  for  construction,  taxes  levied  on  the  purchase of real
property,  and  an  increase  in  sales/use  taxes  on  new  assets;

(j) Repairs and maintenance ($1,930 in 2003 and $7,793 in 2004) increased due to
increases  in  real property, facilities, and equipment.  Some of these required
repairs  at  a  level  less  than  established  for  capitalization;

(k)  Advertising and promotion ($2,383 in 2003 and $5,565 in 2004) increased due
to  the  increased  marketing  effort  which resulted in increased Sales for the
period;

(l) Auto expense ($0 in 2003 and $4,868 in 2004) increased due to travel related
to  sales,  travel  related  to recruiting of qualified, sales staff, and travel
between  the  corporate  headquarters  and  other  offices;

(m)  Insurance  ($0  in  2003 and $3,199 in 2004) increased due to the increased
liability  for  property,  equipment,  and  inventory.  It  became  an important
element  in  the  overall  risk  management  plan;



(n)  Travel  ($0  in 2003 and $5,387 in 2004) increased due to travel related to
sales,  travel  related  to  recruiting  of  qualified,  sales staff, and travel
between  the  corporate  headquarters  and  other  offices;

(o)  Dues  and  subscriptions  ($0  in 2003 and $1,885 in 2004) increased due to
management's  need  to  remain current in the technology and marketing arenas in
which  the  company  operates.

(p) Interest Income ($0 in 2003 and $599 in 2004) increased due to the strategic
placement  of  liquid  funds  in  interest  bearing  accounts;

(q) Gain on disposition of assets ($0 in 2003 and $30,302 in 2004) increased due
to  the  sale  of  smaller  facilities  which  we had outgrown and replaced; and


<PAGE>


We had interest expense of $5,701 in 2003 compared to interest income of $16,422
in  2004,  which  change from interest expense to interest income was due to our
strategic  placement  of  certain  of  our  liquid  funds  into interest bearing
accounts.

Net  Income.  The  Company generated a positive net income after tax for 2004 of
$75,859  or  0.01  basic  earnings  per  share  (EPS).

Assets.  Total  assets for 2004 were reported at $1,391,573 compared to $502,301
for  2003.  This  was  an  increase  of  177%.



LIQUIDITY  AND  CAPITAL  RESOURCES

At  December  31,  2004,  our total current assets were $791,165, which included
$69,551  of  cash  and  cash  equivalents,  $219,079  of accounts receivable and
$502,535  of  inventories.  We  also  had $590,606 of property and equipment (at
cost) net of accumulated depreciation of $12,302 and other assets of $9,802, for
total  assets  of  $1,391,573  as  of  December  31,  2004.

At  December  31,  2004,  our  total  current  liabilities  were $120,444, which
included  $32,029  of  notes  payable,  $54,710  of accounts payable, $13,635 of
accrued  income  taxes  and $20,070 of current maturities of long term debt.  We
also  had  $315,781  of  long  term debt, consisting of mortgage payable, net of
current  maturities  and deferred income taxes of $35,465, for total liabilities
of  $471,690  as  of  December  31,  2004.

Our  Chief  Executive  Officer,  Hasit  Vibhakar  has  personally guaranteed our
mortgage  debt, which totaled $335,851 as of December 31, 2004, and includes two
real  estate  mortgages,  one with an original amount of $250,000, payable at 6%
interest per year, which is due October 14, 2014, of which $247,851 is due as of
December  31,  2004,  and  one with an original amount of $88,000, payable in 20
quarterly  installments of $4,000, which began on January 31, 2005, and which is
due  October 31, 2009.  Additionally, Mr. Vibhakar has personally guaranteed our
note  payable with a commercial bank, which was established on November 20, 2003
in  the  amount  of $50,000, which accrues interest at the rate of 1.5% over the
Citibank  N.A.  New  York  base  rate,  payable  monthly  and  which  the amount
outstanding  as  of  December  31,  2004  was  $32,029.



Since  inception, we have financed our operations primarily from the founder and
his  initial investments in the Company and internally generated funds.  For the
twelve  months  ended  December  31,  2004  shareholders  equity was reported at
$919,883.  The  Company  has  been  able  to  pay its expenses and costs through
profitable  operations.  As  of  December  31,  2004,  we had working capital of
$670,721.  The  Company  needs  to  raise  additional  funds through the sale of
equity  or  debt  in  order to accelerate growth and maintain a competitive edge
against  our competitors by increasing R&D, Sales and New product introductions.
Our  future  liquidity  will depend on numerous factors, including the extent to
which  our  present  and  future  products  gain market acceptance, the costs of
sales,  marketing  and  manufacturing  activities, the cost, timing and business
management  of  current  and  potential  acquisitions and contingent liabilities
associated  with  such  acquisitions,  and  the  extent  to which products under
development  are  successfully  developed.  If  necessary, we may be required to
raise additional capital in the future through one or more of the following: (1)

<PAGE>

sale  of  equity  or  debt  securities;  (2) obtaining new loans; or (3) sale of
assets,  products  or  marketing  rights.  There is no guarantee that additional
capital will be available from these sources on acceptable terms, if at all, and
certain  of  these  sources  may  require  approval  by  existing  lenders.


CRITICAL ACCOUNTING POLICIES

Our  discussion  and  analysis  of  our  financial  conditions  and  results  of
operations  are based upon our financial statements, which have been prepared in
accordance  with  generally accepted accounting principles in the United States.
The  preparation of financial statements requires managers to make estimates and
disclosures  on  the  date of the financial statements. On an on-going basis, we
evaluate  our estimates, including, but not limited to, those related to revenue
recognition.  We  use  authoritative  pronouncements,  historical experience and
other assumptions as the basis for making judgments. Actual results could differ
from those estimates. We believe that the following critical accounting policies
affect  our  more  significant judgments and estimates in the preparation of our
financial statements.

Revenue  recognition.  We generate our revenue through the sale of products. Our
policy  is to recognize revenue when the applicable revenue recognition criteria
have been met, which generally include the following:

-      Persuasive evidence of an arrangement exists;
-      Delivery has occurred or services have been rendered;
-      Price is fixed or determinable; and
-      Collectability and Fund Collections is reasonably assured

Revenue  from  the sale of products is generally recognized after both the goods
are  shipped  to the customer and acceptance has been received, if required. Our
products  are  specialized  and  made  to order for our customers, who primarily
consist  of  original  equipment  manufacturers (OEMs). Our products are shipped
complete  and  ready  to  be  incorporated  into  higher level assemblies by our
customers.  The terms of the customer arrangements generally pass title and risk
of ownership to the customer at the time of shipment.

Recording  revenue  from  the sale of products involves the use of estimates and
management  judgment.  We  must make a determination at the time of sale whether
the  customer  has the ability to make payments in accordance with arrangements.
While  we  do utilize past payment history, and, to the extent available for new
customers, public credit information in making our assessment, the determination
of  whether  collections is reasonably assured is ultimately a judgment decision
that must be made by management.

Allowance  for  Doubtful  Accounts.  We maintain specific allowance for doubtful
accounts  receivable  based on customer-specific allowances. Specific allowances
are  maintained  for  customers  which  are  determined to have a high degree of
collection  risk  based  on such factors, among others, as: (i) the aging of the
accounts  receivable  balance;  (ii)  the customer's past payment experience; or
(iii)  a  deterioration in the customer's financial condition, evidenced by weak
financial  condition  and/or  continued  poor  operating results, reduced credit
ratings,  and/or  a  bankruptcy  filing.  A  considerable  amount of judgment is

<PAGE>

required  in assessing the collection of accounts receivables. Should any of the
factors considered in determining the adequacy of the overall specific allowance
change,  an  adjustment to the provision for doubtful accounts receivable may be
necessary.

Inventory.  Inventories  are  stated  at the lower of cost or market, cost being
determined on the first-in, first-out method. We review the carrying cost of our
inventories  by  product  each quarter to determine the adequacy of our reserves
for obsolescence. In accounting for inventories we must make estimates regarding
the  estimated net realizable value of our inventory. This estimate is based, in
part, on our forecasts of future sales and age of the inventory.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

Future operating results may be impacted by a number of factors that could cause
actual  results  to  differ  materially  from those stated herein, which reflect
management's current expectations. These factors include:

     -    industry-specific  factors  (including  the  reliance  upon  growth of
          the  aerospace  and  defense  market  sectors, significant competition
          characterized  by rapid technological change, new product development,
          product obsolescence, and significant price erosion over the life of a
          product);

     -    our  ability  to  timely  develop  and  produce  commercially  viable
          products at competitive prices;

     -    our  ability  to  produce  products  which  meet the quality standards
          of both existing and potential new customers;

     -    our ability to accurately anticipate customer demand;

     -    the availability and cost of components and raw materials;

     -    the  impact  of  worldwide  economic  and  political conditions on our
          business; and

     -    the  ability  to  integrate  current  and  potential  future
          acquisitions into our existing operations.

We  believe  that,  to the extent that foreign sales are recognized, we may face
increased  risk  associated  with political and economic instability, compliance
with  foreign  regulatory rules governing export requirements, tariffs and other
trade  barriers,  differences  in  intellectual  property  protections,  longer
accounts  receivable  cycles,  currency  fluctuations  and  general  trade
restrictions.  If  any  of  these  risks materialize, they could have a material
adverse effect on our business, results of operations, and financial condition.

We  have  evaluated the credit exposure associated with conducting business with
foreign customers and have concluded that such risk is acceptable with great due
diligence.  Nevertheless, any significant change in the economy or deterioration
in  United  States  trade  relations  or  the economic or political stability of
foreign markets could have a material adverse effect on our business, results of
operations, and financial condition.

<PAGE>

Sales  to  foreign  customers  are  invoiced  in  U.S.  dollars. Accordingly, we
currently  do  not engage in foreign currency hedging transactions. In addition,
should  the  relative value of the U.S. dollar increase in comparison to foreign
currencies,  the  resulting  increase  in  the  price of our products to foreign
customers  could  result  in decreased sales which could have a material adverse
impact on our business, results of operations, and financial condition.

We  experience significant price competition and expect price competition in the
sale  of  our  products  to  remain  intense.  We  cannot  assure  you  that our
competitors  will  not  develop  new  technologies  or  enhancements to existing
products or introduce new products that will offer superior price or performance
features. We expect our competitors to offer new and existing products at prices
necessary  to  gain  or  retain  market  share.  Several of our competitors have
substantial  financial  resources,  which may enable them to withstand sustained
price  competition or a downturn in the pricing of their products in the future.
Substantially  all  of  our  competitors  have, and potential future competitors
could  have,  substantially greater technical, marketing, distribution and other
resources  than  we  do  and  have,  or could have, greater name recognition and
market acceptance of their products and technologies.

The markets in which we compete are characterized by rapidly changing technology
and continuous improvements in products and services. Our future success depends
on  our ability to enhance our current products and to develop and introduce, in
a  timely  manner,  new products that keep pace with technological developments,
that meet or exceed industry standards, that compete effectively on the basis of
price,  performance  and  quality,  that  adequately  address  OEM  customer,
distributor customer and end-user customer requirements, and that achieve market
acceptance.  We believe that to remain competitive in the future we will need to
continue to develop new technologies, plant, facilities and products, which will
require  the  investment  of  significant  financial resources. In the event our
newly  developed  products  are  not  timely  developed  or  do  not gain market
acceptance, our business, results of operations and financial condition could be
materially adversely affected.

FACTORS  AFFECTING  BUSINESS,  OPERATING  RESULTS  AND  FINANCIAL  CONDITION
An  investment  in our securities is very speculative and involves a high degree
of  risk.  You  should carefully consider the following risk factors, along with
the  other  matters  referred to in this Annual Report, before you decide to buy
our  securities.  If  you  decide  to  buy our securities, you should be able to
afford a complete loss of your investment.

RISKS ASSOCIATED WITH OUR BUSINESS
MOST  OF  OUR SALES ARE MADE TO THE AEROSPACE & DEFENSE INDUSTRY AND SECTOR. OUR
BUSINESS  AND  FINANCIAL RESULTS COULD BE ADVERSELY AFFECTED IF DEFENSE SPENDING
IS CURTAILED, WHICH WOULD CAUSE THE VALUE OF YOUR INVESTMENT TO DECLINE.

As a percentage of total revenues, our net sales to our largest customer, The US
Government,  Department  of  Defense (DoD) during the fiscal year ended December
31,  2004  totaled  approximately  73.2%,  accounting  for $1.131 million of our
revenues  in  fiscal 2004. These Government Agencies rely upon the United States
government for funding. Changes in funding may occur if there is a change in the
current  administration.  A  decrease  in  general business from the Aerospace &
Defense  Sector  to global customers would have a material adverse effect on our
results  of operations and financial condition and the value of your investment.

<PAGE>

There  is  a  significant  risk that sales from the Commercial Products Division
(CPD)  may  not  repeat.  Although  we  have  seen  an  increase in the revenues
generated  from  the Commercial OEM market in the fiscal year ended December 31,
2004,  there  are  no assurances that such an increase indicates a trend or that
the Company will be able to secure any additional orders in the future.


OUR MARKET IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE, AND TO COMPETE EFFECTIVELY,
WE MUST CONTINUALLY INTRODUCE NEW PRODUCTS OR ENHANCEMENTS THAT ACHIEVE MARKET
ACCEPTANCE.

The  market  for  our  products is characterized by rapidly changing technology,
frequent  new  product  introductions,  changes  in  customer  requirements, and
evolving  industry standards. We believe that we have been successful to date in
investing  in  research  and  development  to  meet  these  needs and delivering
products  before our competitors. We believe that our future success will depend
upon  continued  development  and  timely  introduction  of  products capable of
collecting or processing new types of enhanced products. However, we expect that
new  technologies will continue to emerge. Our future performance will depend on
the  successful  development,  introduction,  and  market  acceptance of new and
enhanced  products  that  address these changes as well as current and potential
customer  requirements.  The introduction of new and enhanced products may cause
our  customers  to defer or cancel orders for existing products. There can be no
assurance  that  we will be able to develop and market new products successfully
in  the  future  or  respond  effectively  to technological changes, or that new
products  introduced  by  others  will  not  render our products or technologies
noncompetitive  or  obsolete.  We also may not be able to develop the underlying
core  technologies  necessary  to  create  new  products  and enhancements or to
license  these  technologies  from third parties. Product development delays may
result from numerous factors, including:

-     changing product specifications and customer requirements;
-     difficulties in hiring and retaining necessary technical personnel;
-     difficulties in reallocating engineering resources and overcoming resource
      limitations;
-     difficulties with contract manufacturers;
-     changing market or competitive product requirements; and
-     unanticipated engineering complexities.

The  development  of  new,  technologically  advanced  products is a complex and
uncertain  process  requiring  high  levels  of  innovation  and  highly skilled
engineering  and  development personnel, as well as the accurate anticipation of
technological  and  market  trends.  We  cannot  ensure  that we will be able to
identify,  develop,  manufacture,  market,  or  support new or enhanced products
successfully,  if  at  all, or on a timely basis. Further, we cannot ensure that
our  new products will gain market acceptance or that we will be able to respond
effectively  to  product announcements by competitors, technological changes, or
emerging  industry  standards.  Any  failure  to respond to technological change
would significantly harm our business.

<PAGE>

OUR  BUSINESS,  OPERATING  RESULTS  AND  FINANCIAL CONDITION COULD BE NEGATIVELY
IMPACTED  IF DEMAND FOR OUR PRODUCTS IS LESS THAN WE ANTICIPATE OR IF WE FAIL TO
HIRE QUALIFIED EMPLOYEES. AS A RESULT, THE VALUE OF YOUR SECURITIES MAY DECLINE.

Our growth depends on our ability to successfully develop and market our
products. The development and marketing of our products is dependent on a number
of factors, including our ability to:
-     recruit and maintain a base of qualified engineers;
-     initiate, develop and sustain corporate and government relationships;
-     attract, hire, integrate and retain qualified sales and sales support
      employees; and
-     accurately assess the demands of the market.

Demand  for  our  products  might  be  less than we anticipate, or we may not be
successful  in  recruiting  and maintaining the personnel we need to develop and
sell our products. In either case, our business, operating results and financial
condition  could  be  negatively  impacted  and the value of your securities may
decline.

WE  MAY  BE  UNABLE  TO COMPETE SUCCESSFULLY IN OUR MARKET. IF WE CANNOT COMPETE
SUCCESSFULLY, OUR OPERATING RESULTS WILL BE ADVERSELY AFFECTED.

The markets in which we compete are characterized by rapidly changing technology
and continuous improvements in products and services. Our future success depends
on  our ability to enhance our current products and to develop and introduce, in
a  timely  manner,  new  products that keep pace with technological developments
that  meet or exceed industry standards that compete effectively on the basis of
price,  performance  and  quality,  that  adequately  address  OEM  customer and
end-user  customer  requirements, and that achieve market acceptance. We believe
that to remain competitive in the future we will need to continue to develop new
products,  which  will  require  us  to  invest  significant funds into research
activities.  In  the event our newly developed products are not timely developed
or  do  not  gain  market  acceptance,  our  business, results of operations and
financial  condition  could  be  materially  adversely  affected.  Our  primary
competitors  are  much  larger  than  we  are  and  who  have more in the way of
financial  and  other  resources  than  we have. We have tried to create a niche
market  in  the  manufacturing  of Fluid Control Device, Discrete Semiconductor,
Custom  Board  Level  Testing  Lab sectors for use by the Aerospace, Defense and
Commercial  industry however we have no contractual agreement with the customers
with  whom  we  do business and we cannot assure you that these contractors will
continue  ordering  parts from us or that they will order at the same or greater
levels  than they have done in the past. If our customers severely reduced their
orders  or  ceased  ordering  from  us  altogether,  our  business,  results  of
operations  and  financial  condition,  as well as the value of your securities,
could be materially adversely affected.

UNEXPECTED INCREASES IN THE COST TO DEVELOP OR MANUFACTURE OUR PRODUCTS UNDER
FIXED-PRICE CONTRACTS MAY CAUSE US TO EXPERIENCE NON-REIMBURSED COST OVERRUNS.

A  significant  portion  of  our  revenue is derived from fixed-price contracts.
Under  fixed-price  contracts,  unexpected  increases  in the cost to develop or
manufacture  a  product,  whether  due  to  inaccurate  estimates in the bidding
process,  unanticipated  increases  in materials costs, inefficiencies, or other
factors,  are  borne  by  us. We have experienced cost overruns in the past that

<PAGE>

have resulted in losses on certain contracts, and may experience additional cost
overruns  in  the  future.  Such  cost  overruns  would  increase  our operating
expenses,  reduce  our  net income and earnings per share, and have a materially
adverse effect on our future results of operations and financial condition.



OUR  FUTURE  REVENUES  ARE  INHERENTLY  UNPREDICTABLE, OUR OPERATING RESULTS ARE
LIKELY  TO  FLUCTUATE  FROM  PERIOD  TO  PERIOD,  AND  IF  WE  FAIL  TO MEET THE
EXPECTATIONS  OF SECURITIES ANALYSTS OR INVESTORS, OUR STOCK PRICE COULD DECLINE
SIGNIFICANTLY.

Our  quarterly  and annual operating results have fluctuated in the past and are
likely  to  fluctuate  significantly  in the future due to a variety of factors,
some  of  which  are  outside  our  control.  Accordingly,  we  believe  that
period-to-period comparisons of our results of operations are not meaningful and
should  not  be  relied  upon  as indications of future performance. Some of the
factors  that could cause our quarterly or annual operating results to fluctuate
include  conditions  inherent in government contracting and our business such as
the  timing  of  cost  and  expense recognition for contracts, the United States
Government  contracting  and  budget  cycles, and contract closeouts. Because we
base  our operating expenses on anticipated revenue trends and a high percentage
of  our  expenses  are  fixed  in  the  short  term,  any delay in generating or
recognizing  forecasted  revenues  could  significantly  harm  our  business.
Fluctuations  in  quarterly  results,  competition,  or  announcements  of
extraordinary  events  such  as acquisitions or litigation may cause revenues to
fall below the expectations of securities analysts and investors. In this event,
the  trading price of our common stock would significantly decline. In addition,
there  can  be  no assurance that an active trading market will be sustained for
our common stock. The stock market in recent years has experienced extreme price
and  volume  fluctuations  that  have particularly affected the market prices of
many  technology  companies. These fluctuations, as well as general economic and
market  conditions,  may  adversely affect the future market price of our common
stock.

RISKS  ASSOCIATED  WITH  OWNERSHIP  OF  OUR  SECURITIES  WE  HAVE  NOT PAID CASH
DIVIDENDS  AND IT IS UNLIKELY THAT WE WILL PAY CASH DIVIDENDS IN THE FORESEEABLE
FUTURE.

We  plan to use all of our earnings; to the extent we have earnings, to fund our
operations.  We do not plan to pay any cash dividends in the foreseeable future.
We  cannot guarantee that we will, at any time, generate sufficient surplus cash
that  would  be  available  for distribution as a dividend to the holders of our
common  stock.  You  should  not  expect to receive cash dividends on our common
stock.

WE  HAVE  THE  ABILITY  TO  ISSUE  ADDITIONAL SHARES OF OUR COMMON STOCK WITHOUT
ASKING  FOR  SHAREHOLDER  APPROVAL,  WHICH  COULD  CAUSE  YOUR  INVESTMENT TO BE
DILUTED.

Our  Articles  of  Incorporation  currently  authorize the Board of Directors to
issue  up  to  100,000,000  shares  of  common  stock. The power of the Board of
Directors  to  issue  shares  of common stock or warrants or options to purchase
shares  of  common  stock  is  generally  not  subject  to shareholder approval.
Accordingly,  any additional issuance of our common stock may have the effect of
further diluting your investment.

<PAGE>

WE MAY RAISE ADDITIONAL CAPITAL THROUGH A SECURITIES OFFERING THAT COULD DILUTE
YOUR OWNERSHIP INTEREST.

We  require  substantial  working  capital  to  fund  our  business. If we raise
additional  funds  through the issuance of equity, equity-related or convertible
debt  securities,  these  securities  may have rights, preferences or privileges
senior  to  those of the holders of our common stock. The issuance of additional
common  stock or securities convertible into common stock by our management will
also  have  the effect of further diluting the proportionate equity interest and
voting power of holders of our common stock.

THERE IS NO ACTIVE PUBLIC MARKET FOR OUR SECURITIES, SO YOU MAY NOT BE ABLE TO
LIQUIDATE YOUR SECURITIES IF YOU NEED MONEY.

Trading  of our common stock is sporadic. It is not likely that an active market
for  our  common stock will develop or be sustained soon. You may not be able to
liquidate our securities if you need money.

WE ARE SUBJECT TO THE PENNY STOCK RULES AND THESE RULES MAY ADVERSELY AFFECT
TRADING IN OUR COMMON STOCK.

Our  common  stock  is a "low-priced" security under rules promulgated under the
Securities  Exchange Act of 1934. In accordance with these rules, broker-dealers
participating in transactions in low-priced securities must first deliver a risk
disclosure  document  which describes the risks associated with such stocks, the
broker-dealer's  duties in selling the stock, the customer's rights and remedies
and  certain  market  and other information. Furthermore, the broker-dealer must
make  a  suitability  determination  approving the customer for low-priced stock
transactions  based on the customer's financial situation, investment experience
and  objectives. Broker-dealers must also disclose these restrictions in writing
to  the customer, obtain specific written consent from the customer, and provide
monthly  account  statements  to  the customer. The effect of these restrictions
probably  decreases  the  willingness  of broker-dealers to make a market in our
common  stock, decreases liquidity of our common stock and increases transaction
costs  for  sales  and  purchases  of  our  common  stock  as  compared to other
securities.

<PAGE>

ITEM 7. FINANCIAL STATEMENTS










Telesis Technology Corporation

Balance Sheets as of December 31, 2004 and 2003

Statements of Operations,
Stockholders' Equity, and
Cash Flows for the years ended
December 31, 2004 and for the
Period ended December 31, 2003

Notes to the financial statements















<PAGE>

E. Randall Gruber, CPA, PC
==========================
Certified Public Accountant                           Telephone (636)561-5639
400 Lake Saint Louis Boulevard                               Fax(636)625-6039
Lake Saint Louis, Missouri  63367


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Board of Directors
Telesis Technology Corporation

I have audited the accompanying balance sheets of Telesis Technology Corporation
as  of  December  31,  2004  and 2003, and the related statements of operations,
stockholders'  equity and other comprehensive loss, and cash flows for the years
ended  December  31,  2004  and  2003.  These  financial  statements  are  the
responsibility  of  the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

I  conducted  my  audits  in accordance with the standards of the Public Company
Accounting  Oversight  Board (United States) Those standards require that I plan
and  perform  the  audits  to  obtain  reasonable  assurance  about  whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial  statement  presentation.  I believe that my
audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the financial position of Telesis Technology Corporation as
of  December  31,  2004 and 2003, and the results of its operations and its cash
flows  for  the  years ended December 31, 2004 and 2003. in conformity with U.S.
generally accepted accounting principles.

As discussed in Note O to the financial statements, the Company has restated its
financial  statements for the years ended December 31, 2004 and 2003 in order to
correctly  reflect  income  tax  expense,  gains  on  sale  of  property and the
reclassification  of  cash flows relating to the revolving line of credit on the
Company's  statement  of  cash  flows.



E. Randall Gruber, CPA, PC

St. Louis, Missouri
March  7,  2005,  except  for  Notes  O  and  P,  as  to  which  the  dates  are
April 24, 2006




The CPA. Never Underestimate The Value.
                 Member:  American Institute of Certified Public Accountants
                 Registered:  Public Company Accounting Oversight Board  (PCAOB)

<PAGE>

<TABLE>
<CAPTION>

TELESIS TECHNOLOGY CORPORATION
BALANCE SHEETS


ASSETS                                                               December 31,
------                                                       ---------------------------
                                                                 2004            2003
                                                             ------------    -----------
                                                              (As restated, see Note O)
<S>                                                               <C>             <C>
CURRENT ASSETS
Cash and cash equivalents                                    $     69,551    $    67,507
Accounts receivable                                               219,079        161,309
Inventories                                                       502,535        135,377
Prepaid expenses                                                       --          5,000
                                                             ------------    -----------
TOTAL CURRENT ASSETS                                              791,165        369,193
Property and equipment (at cost), net of accumulated
  depreciation of $12.302 and $4,098 respectively                 590,606        131,078

OTHER ASSETS
Loan to shareholder                                                    --           1770
Software, net of accumulated amortization of $509                   9,392             --
Deposits                                                              410            260
                                                             ------------    -----------
     TOTAL OTHER ASSETS                                             9,802          2,030
                                                             ------------    -----------
     TOTAL ASSETS                                               1,391,573        502,301
                                                             ===========     ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
Notes payable                                                      32,029             --
Accounts payable                                                   54,710         90,175
Accrued income taxes                                               13,635             --
Current maturities of long-term debt                               20,070          2,200
                                                             ------------    -----------
TOTAL CURRENT LIABILITIES                                         120,444         92,375

LONG-TERM DEBT
Mortgages payable, net of current maturities                      315,781         66,596
                                                             ------------    -----------
Deferred income taxes                                              35,465             --

     TOTAL LIABILITIES                                            471,690        158,971

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 20,000,000
   shares authorized; no shares issued and
   outstanding                                                         --             --
Common stock, $0.001 par value; 100,000,000
  shares authorized and 13,367,500 (2004) and
  12,225,000 (2003) issued and outstanding                         13,368         12,225
Additional paid-in capital                                        830,656        251,729
Retained earnings                                                  75,859         79,376
                                                             ------------    -----------
     TOTAL STOCKHOLDERS' EQUITY                                   919,883        343,330
                                                             ------------    -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $  1,391,573    $   502,301
                                                             ============    ===========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
                                                        For the
                                                      Years ended
                                                      December 31,
                                                ------------------------
                                                   2004          2003
                                                -----------    ---------
                                               (As restated, see Note O)
<S>                                                <C>            <C>
REVENUES
  Sales                                         $ 1,545,180    $ 721,419

COST OF SALES
  Cost of goods sold                              1,005,076      508,313
  Freight                                            28,154       10,275
                                                -----------    ---------
  Total cost of sales                             1,033,230      518,588
                                                -----------    ---------
  Gross profit                                      511,950      202,831

OTHER OPERATING INCOME
  Gain on disposition of assets                      30,203           --
                                                -----------    ---------
      Gross income from operations                  542,153      202,831

OPERATING EXPENSES
  Salaries and wages                                238,536       47,662
  Professional fees                                  27,541        7,945
  Outside services                                   21,006       27,944
  Payroll taxes and employee benefits                25,184        4,772
  Operating supplies                                 14,913        4,113
  Utilities and telephone                            14,241        7,576
  Depreciation and amortization                      13,390        3,850
  Office supplies                                     7,153        3,354
  Taxes and licenses                                  8,334        2,299
  Repairs and maintenance                             7,793        1,930
  Advertising and promotion                           5,565        2,383
  Auto expense                                        4,868           --
  Insurance                                           3,199           --
  Travel                                              5,387           --
  Dues and subscriptions                              1,885           --
  Other operating expenses                            2,376        3,619
                                                -----------    ---------
      TOTAL OPERATING EXPENSES                      401,371      117,447

                 INCOME (LOSS)  FROM OPERATIONS     140,782       85,384
                                                -----------    ---------
OTHER INCOME (EXPENSES)
     Interest income.                           $       599    $      --
     Interest expense                               (16,422)       5,701
                                                -----------    ---------
          Net other expense                         (15,823)       5,701
                                                -----------    ---------
                    INCOME BEFORE INCOME TAXES      124,959       79,683

INCOME TAXES                                         49,100           --
                                                -----------    ---------
                            NET INCOME          $    75,859    $  79,683
                                                ===========    =========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
                                                            For the
                                                          Years ended
                                                          December 31,
                                                    -----------------------
                                                       2004          2003
                                                    ---------      --------
                                                   (As restated, see Note O)
<S>                                                    <C>            <C>
Weighted average number of common shares
 outstanding - basic and fully diluted             12,967,603      6,698,675
                                                   ==========      =========
Net income per share - basic and fully diluted     $     0.01      $    0.01

Pro forma data:

Historical income before taxes                        124,959         79,683

Pro forma provision for income taxes                   49,100         20,000
                                                   ----------      ---------
Net income adjusted for pro forma provision
 for income taxes                                      75,859         59,683
                                                   ==========      =========
Pro forma weighted average number of common
 shares outstanding                                12,967,603      6,698,675
                                                   ==========      =========
Net income adjusted for pro forma provision
 for income taxes per common share:                      0.01           0.01
                                                   ==========      =========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
                                                              For the
                                                            Years ended
                                                            December 31,
                                                      -------------------------
                                                         2004          2003
                                                      ----------     ----------
                                                      (As restated, see Note O)
<S>                                                       <C>           <C>
OPERATING ACTIVITIES

NET INCOME (LOSS)                                     $   75,859     $   79,683
ADJUSTMENTS TO RECONCILE NET INCOME TO
  NET CASH PROVIDED BY OPERATING ACTIVITIES
  Depreciation and amortization                           13,390          3,850
  Consulting services paid by issuance of stock                           1,000
  Gain on sale of property and equipment                 (30,203)            --
  Deferred income taxes                                   35,465             --
CHANGES IN ASSETS AND LIABILITIES
  Accounts receivable                                    (57,770)      (157,375)
  Prepaid expenses                                         5,000         (5,000)
  Inventories                                             49,714         13,233
  Accounts payable                                       (35,465)        89,911
  Accrued income taxes                                    13,635             --
                                                      ----------     ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                 69,625         25,302

INVESTING ACTIVITIES
  Expenditures for property and equipment               (569,780)       (29,471)
  Expenditures for software                               (9,901)            --
  Proceeds from sale of property and equipment           127,313             --
  Loans to shareholder                                        --         (1,770)
  Repayment of shareholder loans                           1,770             --
  Additional security deposits                              (150)            --
                                                      ----------     ----------
NET CASH USED IN INVESTING ACTIVITIES                   (450,748)       (31,241)

FINANCING ACTIVITIES
  Proceeds from issuance of long-term debt               338,500             --
  Principal payments on long-term debt                   (71,184)        (2,573)
  Principal advances from line of credit                  32,029             --
  Additional investment by shareholders                   83,822          6,065
                                                      ----------     ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                383,167          3,492

NET DECREASE IN CASH AND CASH EQUIVALENTS                  2,044         (2,447)

Cash and cash equivalents, beginning                      67,507         69,954
                                                      ----------     ----------
CASH AND CASH EQUIVALENTS, END                        $   69,551     $   67,507
Supplemental disclosures:                             ==========     ==========

  Interest paid                                       $   16,422     $    5,701
                                                      ==========     ==========
</TABLE>

Non-cash  investing and financing transactions - During the years ended December
31,  2004  and 2003, the Company's major shareholder transferred inventory items
to the Company.

The  inventory  was  valued  at  replacement cost in the amounts of $416,872 and
$148,281  respectively  The  stockholder  was  credited  with additional paid-in
capital in the amounts of $416,872 and $148,281 respectively.

<PAGE>

<TABLE>
<CAPTION>

TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2004,AND 2003 AND FOR THE PERIOD
FROM INCEPTION JUNE 22, 2002 THROUGH DECEMBER 31, 2002

                                                                                                       Retained
                                                                                     Capital           Earnings/
                                                         Common Stock              In Excess of       Accumulated
                                                   Shares            Amount          Par Value          Deficit      Totals
                                                   ------            ------          ---------          -------     --------
                                                                       (As restated, see Note O)
<S>                                                 <C>             <C>               <C>               <C>         <C>
Balance, June 22, 2002                                 --          $     --          $      --          $    --     $     --

Common stock issued                                   100               100            108,508               --      108,608

Net loss                                               --                --                 --             (307)        (307)
                                               ----------          --------          ---------          -------     --------
Balance, January 1, 2003                              100               100            108,508             (307)     108,301

Common stock redeemed                                (100)             (100)                --               --         (100)

Common stock issued                            12,225,000            12,225            143,221               --      155,446

Net income                                             --                --                 --           79,683       79,683
                                               ----------          --------          ---------          -------     --------
Balance, December 31, 2003                     12,225,000          $ 12,225          $ 251,729          $79,376     $343,330

Retained earnings recorded as additional
 paid-in capital upon election out of "S"
 corporation status.                                   --                --             79,376          (79,376)          --

Common stock issued                             1,142,500             1,143             82,679               --       83,822

Inventory items transferred by major share-
 holder recorded as additional paid in capital        --                 --            416,872               --      416,872

Net income                                            --                 --                 --           75,859       75,859
                                              ----------           --------          ---------          -------     --------
Balance, December 31, 2004                    13,367,500           $ 13,368          $ 830,656          $75,859     $919,883
                                              ==========           ========          =========          =======     ========
</TABLE>

<PAGE>

TELESIS TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS

NOTE A - COMPANY OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------------------------------------
Company overview
----------------

Telesis  Technology  Corporation  is  a  publicly  traded  multi-faceted  high
technology  company  that  designs, develops, tests, manufacturers and markets a
diverse  range  of  aerospace  and  defense  products. The Company is focused on
providing  product, system and service solutions for commercial and governmental
customers.  The  Company  has  four  operating  divisions  -  Governmental  and
Commercial  Products  Division  (CPD)  Telesis  Aerospace; Telesis Test Labs and
Telesis RF

Basis of preparation of financial statements
--------------------------------------------

The  accompanying  financial  statements  are  prepared  in accordance with U.S.
generally accepted accounting principles (GAAP).

Use of estimates
----------------

The  preparation  of  financial  statements  in  conformity  with  GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets  and  liabilities, the disclosure of contingent assets and liabilities on
the  date  of  the financial statements and the reported amounts of revenues and
expenses  during the audit period. An example of an estimate is the useful lives
of  property,  plant  and  equipment.  Actual  results  could  differ from those
estimates.

Revenue recognition
-------------------

The  Company derives its revenues primarily from product sales, testing services
and  from  packaging  and  preservation services. Products shipped to commercial
customers  are  FOB  shipping point. Title to the product passed to the customer
upon shipment, and the revenue is recognized upon shipment. The customer has the
standard  "fit, form and function' return policy for thirty days. The historical
trend for returns has been nominal in the past.

The Company has no long-term sales contracts.

Products  shipped  to  governmental  customers are FOB destination. Title to the
product  passes to the governmental unit upon acceptance (normally three to five
business days). Revenue is recognized upon customer acceptance.

Cash and cash equivalents
-------------------------

The Company considers all highly liquid investments with a remaining maturity at
the  date  of  purchase  /  investment  of  three  months  or  less  to  be cash
equivalents.  Cash and cash equivalents comprise cash, and cash on deposits with
banks.

Credit risk
-----------

The  Company's  major  customer  is  the Defense Department of the United States
government. Sales to the United States government represent approximately 74% of
Company  sales  for  the  year  ended  December  31,  2004.  No  provision  for
uncollectible accounts has been established at December 31, 2004.

<PAGE>

Property and equipment
----------------------

Property  and  equipment  are stated at cost, less accumulated depreciation. The
Company  depreciates  property  and  equipment over their estimated useful lives
using  the  straight-line  method.  The  estimated useful lives of assets are as
follows:

                    Buildings                                     40 years
                    Furniture and fixtures                        10 years
                    Computer and telecommunications equipment    5-7 years

<PAGE>

TELESIS TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS

Segment information
-------------------

The  Company  operates  in  four  operating  divisions, however the Governmental
Products  Division  and  Commercial Products Division represent 98% of the total
sales  revenue, and no other division represented 10% or more of total revenues,
profits, or assets.

Statement  of  Financial  Accounting Standards 131, or SFAS No. 131, Disclosures
about  Segments  of an Enterprise and Related Information, establishes standards
for the way that public companies report information about operating segments in
annual  financial statements. Under SFAS No. 131, two or more operating segments
may  be  aggregated  into  a  single operating segment for reporting purposes if
aggregation  is  consistent  with the objective and basis principles of SFAS No.
131,  if the segments have similar economic characteristics, and if the segments
are  similar  in each of the following areas: (1) the nature of the products and
services,  (2)  the nature of the production processes, (3) the type or class of
customer  for  their  products  and services, (4) the methods used to distribute
their  products  or provide their services, (5) if applicable, the nature of the
regulatory  environment,  for  example, banking, insurance, or public utilities.
The  Governmental  Products  Division  and the Commercial Products Division meet
each  of  these  criteria,  as  they  provide  the  similar  services to similar
customers  using  similar  methods to distribute their products or services, and
are therefore considered one reportable operating segment.

The  percentages  of  Governmental Products Division and the Commercial Products
Division  and other divisions for the year ended December 31, 2004 are as listed
below.

            Governmental Products Division                    73.20%
            Commercial Products Division                      25.30%
            Other - Testing                                    1.50%
                                                             -------
                                                             100.00%
                                                             =======

Foreign currency translation
----------------------------

The  Company prepares financial statements using the United States dollar as the
functional currency. The financial statements required no translation of foreign
currencies,  since  none  of  the foreign operations had transactions during the
financial statement periods.

Income taxes
------------

Upon  incorporation  in  June,  2002,  the Company elected to be taxed as an "S"
Corporation  in  which  all items of income and expense and other tax attributes
"pass-through" to the shareholders' individual income tax returns.

Effective January 1, 2004, the Company elected out of the "S" Corporation income
tax  status,  and  elected  to  be  taxed  as  a  regular corporation. Financial
statements  for  periods subsequent to December 31, 2003 include a provision for
income taxes due by the Company.

<PAGE>

NOTE B - INVENTORIES
--------------------

Inventories  consist  of  the  cost  of  parts,  components, material, labor and
manufacturing  overhead  used  in the performance of services for customers, and
are  stated  at  the  lower  of  cost or market on an FIFO (first-in, first-out)
basis.  Inventory transferred to the Company by its major stockholder was valued
at replacement cost since historical cost was not available.

TELESIS TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS

NOTE C - PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment consist of the following at December 31, 2004:

 Land                                 $      90,000
 Building                                   442,131
 Furniture, fixtures and equipment           70,776
                                      -------------
                                            602,907
 Less - Accumulated depreciation            (12,301)
                                      -------------
                                      $     590,606
                                      =============

Depreciation expense totaled $12,881 for the year ended December 31, 2004.

NOTE D - RELATED PARTY TRANSACTIONS
-----------------------------------

The  Company's  major  stockholder  transferred  inventory  items to the Company
during  the  period.  The  inventory  was  valued  at  replacement  cost  (since
historical  cost was unavailable) in the amount of $416,872. The stockholder was
credited  with  additional paid-in capital in the amount of $416,872 in exchange
for the inventory.

The Company's major stockholder has signed a personal guarantee for the mortgage
debt and line of credit of the Company as described in Notes E and F.

NOTE E - NOTES PAYABLE
----------------------

The  Company  has a revolving line of credit with a commercial bank. The line of
credit established on November 20, 2003 is in the amount of $50,000. Interest on
the  line is due monthly and is at a rate of 1.5% over the index rate (Citibank,
N.A.  New York base rate). The effective rate is 6.75% at December 31, 2004, and
the  amount  outstanding  is  $32,029.  The  line  of  credit  does  not have an
expiration date.

NOTE F - LONG-TERM DEBT
-----------------------

Long-term debt consists of the following at December 31, 2004:

Real  estate  mortgage  note  issued  in  the  original
amount  of $250,500 payable at 6.00% interest. The note
is amortized over thirty years with monthly payments in
the amount of $1798. The note is subject to an interest
rate change based on 3% over the one year U.S. Treasury
rate  effective  October  15,  2004. The balance of the
note is due on October 15, 2014. The note is secured by
real estate.                                                        $   247,851

Real  estate  mortgage  note  issued  in  the  original
amount  of $88,000. The note is due in twenty quarterly
installments  of  $4,400 beginning on January 31, 2005,
with  a  final  payment  due  on  October 31, 2009. The
mortgage  was issued by the City of Superior, Nebraska.
The note is secured by real estate.

                                                                         88,000
                                                                    -----------
Total long-term debt                                                    335,851

Less - Current maturities                                               (20,070)
                                                                    -----------
Long-term debt, net of current maturities                           $   315,781
                                                                    ===========

<PAGE>

TELESIS TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS

The maturities of long-term debt are as follows:

                                                            2004    $     20,070
                                                            2005          24,894
                                                            2006          25,344
                                                            2007          25,871
                                                            2008          26,328
                                                     Later years         213,344
                                                                    ------------
                                                                    $    335,851
                                                                    ============

NOTE G - PUBLIC STOCK OFFERING
------------------------------

On  December 29, 2003, the Company conducted a private placement of common stock
pursuant  to  Regulation  D,  Rule  504  of  the Securities Act, as amended (the
"Securities  Act"). This offering was registered in the State of Nevada pursuant
to  N.R.S. 90.480 - Registration by Qualification on December 29, 2003. Pursuant
to this offering, the Company offered to sell a minimum of 350,000 shares with a
maximum of 1,500,000 shares of its common stock at at a price of $.08 per share.
On  April  16,  2004,  the  Company  completed the private offering of shares of
common  stock  of  the  Company in accordance with Regulation D, Rule 504 of the
Securities  Act  and  the  Registration by Qualification in the State of Nevada,
whereby  it  sold  1,042,500  shares  of  common stock for an aggregate total of
$83,822.

NOTE H - PREFERRED AND COMMON STOCK
-----------------------------------

The Company is authorized to issue 20,000,000 shares of preferred stock at $.001
par  value  and  100,000,000  shares  of  common stock at $.001 par value. As of
December  31,  2004  the Company had issued 12,225,000 shares of common stock to
the  initial  shareholders.  The  initial  shareholders  have  entered  into  an
agreement  with  the Company that the 12,225,000 shares will not be sold for two
years from the issuance date.

NOTE I - SALES
--------------

Sales consists of the following for the year ended December 31, 2004

Product sales to the Unites States government     $     1,147,589
Product sales to commercial entities                      374,315
Testing service                                            23,276
                                                  ---------------
                                                        1,545,180
                                                  ===============

NOTE J - INCOME TAX EXPENSE
---------------------------

Income tax expense consists of the following for the year ended December 31,
2004:

     Federal income tax:

     Current               $     13,635
     Deferred                    35,465
                           ------------
                           $     49,100
                           ============

<PAGE>

TELESIS TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS

Current income taxes are based on the annualized taxable income for the year.

Deferred  income  taxes, resulting from timing differences in the recognition of
expenses for tax and financial reporting purposes are as follows:

                    Depreciation               $     87,490
                                               ============

NOTE K - EMPLOYEE RETIREMENT PLAN
---------------------------------

The  Company  has  adopted an employee retirement plan under which employees may
defer  a  portion  of  their  annual  compensation pursuant to provisions of the
Internal  Revenue  Code.  The  Company  can  elect  to  contribute  to the plan.
Substantially  all employees who have completed at least one year of service are
eligible  to  participate  in  the  plan.  The Company has not elected to make a
contribution to the plan for the year ended December 31, 2004.

NOTE L - PRO FORMA INFORMATION
------------------------------

Effective  January  1,  2004,  the  Company  changed  its  tax  status from an S
Corporation  to  a C Corporation. The Company has reflected on a pro forma basis
the  reporting  of the Company's income tax for the year ended December 31, 2003
as  though  it  were  a C Corporation. The net earnings per share have also been
reflected on a pro-forma basis reflecting the effect of the income taxes.

NOTE M - COMMITMENTS
--------------------

The  Company  entered  into  an agreement with the City of Superior, Nebraska to
purchase  a  commercial  building  and ten acres of real estate with no interest
financing.  As part of the agreement the Company has committed that it will have
a minimum of five full-time employees with three of those employees being low to
moderate  income.  All of the employees will have a base salary of not less than
$8.25  per  hour  plus  benefits.  The  commitment  is  to  be  fulfilled by the
conclusion  of  the  first year of operation. The purchase price of the building
and land is $110,000.

NOTE N - SUBSEQUENT EVENTS
--------------------------

On  January  4, 2005, the Company issued 6,000,000 shares of its common stock to
Hasit  Vibhakar,  an  officer  of  the  Company  in  exchange  for a transfer of
inventory  valued at $463,561. This issuance of common stock was issued under an
exemption from the registration provisions of Section 5 of the Securities Act of
1933,  as amended (the "Act"), as provided under Section 4(2) of the Act and the
Common  Stock  shall  be  restricted  securities  that  cannot  be resold by the
purchaser  without subsequent registration under the Act or the applicability of
a  secondary  transactional  exemption from the registration requirements of the
Act  (e.g.  subject  to  the  safe  harbor  guidelines and resale limitations as
provided under Rule 144 of the Act).

<PAGE>


NOTE O - RESTATEMENT

Subsequent  to  issuing the financial statements for fiscal years 2004 and 2003,
the  Company  discovered  an  error in the computation of its income tax expense
relating  to the recording of deferred income taxes due upon election out of "S"
corporation  status  effective  January  1,  2004.  As  a result the Company has
restated  its  financial statements and financial information for the year ended
December  31, 2004. The effect of the changes was to increase income tax expense
and  decrease  net  earnings  by $13,300 in fiscal year 2004.

The  Company  also  reported  a  change in the method of revenue recognition for
government  customers. Instead of recognizing revenue upon shipment, the Company
has  changed its policy to revenue recognition upon customer acceptance, usually
three  to  five  days  after  receipt. This change did not result in a change in
revenues since there were no shipments to governmental customers during the last
week of the years ended December 31, 2003 or 2004.



The effects of this adjustment are summarized as follows:

<TABLE>
<CAPTION>


                                           2004                      2003
                                 ---------------------       --------------------
                                 Previously      As          Previously     As
                                 Reported     Restated       Reported    Restated
                                 ----------  ---------       ----------  --------
<S>                                <C>          <C>            <C>          <C>
Balance sheet
Other comprehensive (loss)      ($13,300)       ---            ---           ---
Retained earnings                 89,159      75,859        79,376        79,376

Gross income from operations     511,950     542,153           ---           ---
Net other expense                (15,823)     14,380         5,701         5,701
Income taxes                      35,800      49,100        20,000           ---
Net income                        89,159      75,859        59,683        79,683

Statement of operations - Pro
format data
Pro forma provision for
income taxes                      35,800      49,100        20,000        20,000
Net income adjusted for pro
forma provision for income
taxes                             89,159      75,859        59,683        59,683

Statement of stockholders'
equity and other
comprehensive loss
Deferred taxes recorded as
other comprehensive loss
upon election out of "S"
corporation status               (13,300)        ---           ---           ---
Net income                        89,159      75,859        79,683        79,683

Statement of cash flows
Net income                        75,859      89,159        79,683        79,683
Deferred income taxes            $22,165     $35,465           ---           ---
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


TELESIS TECHNOLOGY CORPORATION
BALANCE SHEETS
EFFECTS OF THE RESTATEMENT

                        ASSETS                                     December 31, 2004
                        ------                                     -----------------
                                                          As             Current
                                                      Previously          Quarter          As
                                                       Reported         Adjustments     Restated
                                                      ----------        -----------    ---------
<S>                                                      <C>                <C>           <C>
CURRENT ASSETS
Cash and cash equivalents                             $   69,551        $             $   69,551
Accounts receivable                                      219,079                         219,079
Inventories                                              502,535                         502,535
                                                      ---------         -----------  -----------
           TOTAL CURRENT ASSETS                          791,165                         791,165
Property and equipment (at cost), net of accumulated
  depreciation of $12.302 and $4,098 respectively        590,606                         590,606

OTHER ASSETS
Software, net of accumulated amortization of $509          9,392                           9,392
Deposits                                                     410                             410
                                                      ----------        -----------  -----------
             TOTAL OTHER ASSETS                            9,802                           9,802

            TOTAL ASSETS                              $1,391,573        $             $1,391,573

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

CURRENT LIABILITIES
Notes payable                                         $   32,029        $             $   32,029
Accounts payable                                          54,710                          54,710
Accrued income taxes                                      13,635                          13,635
Current maturities of long-term debt                      20,070                          20,070

      TOTAL CURRENT LIABILITIES                          120,444                         120,444

LONG-TERM DEBT
Mortgages payable, net of current maturities             315,781                         315,781

Deferred income taxes                                     35,465                          35,465

      TOTAL LIABILITIES                                  471,690                         471,690
                                                      ----------                      ----------
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 20,000,000
  shares authorized; no shares issued and
  outstanding                                                 --                              --
Common stock, $0.001 par value; 100,000,000
  shares authorized and 13,367,500 (2004) and
  12,225,000 (2003) issued and outstanding                13,368                          13,368
Additional paid-in capital                               830,656                         830,656
Other comprehensive income                               (13,300)            13,300 (1)       --
Retained earnings                                         89,159            (13,300)(1)   75,859
                                                      ----------        -----------   ----------
      TOTAL STOCKHOLDERS' EQUITY                         919,883                         919,883
                                                      ----------        -----------   ----------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $1,391,573        $             $1,391,573
                                                      ==========        ===========   ==========

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


TELESIS TECHNOLOGY CORPORATION
BALANCE SHEETS
EFFECTS OF THE RESTATEMENT

ASSETS                                                                        December 31, 2003
------                                                                        -----------------
                                                                     As              Current
                                                                Previously            Quarter           As
CURRENT ASSETS                                                   Reported           Adjustments      Restated
                                                                ----------          -----------      --------
<S>                                                                <C>                  <C>             <C>
Cash and cash equivalents                                       $   67,507          $                $ 67,507
Accounts receivable                                                161,309                            161,309
Inventories                                                        135,377                            135,377
Prepaid expenses                                                     5,000                              5,000
                                                                ----------          -----------      --------
           TOTAL CURRENT ASSETS                                    369,193                            369,193
Property and equipment (at cost), net of accumulated
  depreciation of $12.302 and $4,098 respectively                  131,078                            131,078

OTHER ASSETS
Loan to shareholder                                                   1770                               1770
Software, net of accumulated amortization of $509                       --                                 --
Deposits                                                               260                                260
                                                                ----------          -----------      --------
  TOTAL OTHER ASSETS                                                 2,030                              2,030
                                                                ----------          -----------      --------
  TOTAL ASSETS                                                  $  502,301          $                $502,301
                                                                ==========          ===========      ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
Notes payable                                                   $       --                                 --
Accounts payable                                                    90,175                             90,175
Accrued income taxes                                                    --                                 --
Current maturities of long-term debt                                 2,200                              2,200

           TOTAL CURRENT LIABILITIES                                92,375                             92,375

LONG-TERM DEBT
Mortgages payable, net of current maturities                        66,596                             66,596
                                                                ----------          -----------      --------
Deferred income taxes                                                   --                                 --
                                                                ----------          -----------      --------
           TOTAL LIABILITIES                                       158,971                            158,971

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 20,000,000
  shares authorized; no shares issued and
  outstanding                                                           --                                 --
Common stock, $0.001 par value; 100,000,000
  shares authorized and 13,367,500 (2004) and
  12,225,000 (2003) issued and outstanding                          12,225                             12,225
Additional paid-in capital                                         251,729                            251,729
Retained earnings                                                   79,376                             79,376
                                                                ----------          -----------      --------
          TOTAL STOCKHOLDERS' EQUITY                               343,330                            343,330
                                                                ----------          -----------      --------

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $  502,301          $                $502,301
                                                                ==========          ===========      ========


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
Effects of the Restatement

                                                  For the year ended December 31. 2004
                                                 ---------------------------------------
                                                                 Current
                                                                 Quarter
REVENUES                                                       Adjustments
<S>                                                 <C>            <C>            <C>
  Sales                                           $ 1,545,180  $              $1,545,180

COST OF SALES
  Cost of goods sold                                1,005,076                  1,005,076
  Freight                                              28,154                     28,154
                                                  -----------   ----------    ----------
     Total cost of sales                            1,033,230                  1,033,230
                                                  -----------   ----------    ----------
     Gross profit                                     511,950                    511,950

OTHER OPERATING INCOME
  Gain on disposition of assets                           ---       30,203 (2)    30,203
                                                  -----------   ----------     ---------
     Gross income from operations                     511,950       30,203       542,153

OPERATING EXPENSES
  Salaries and wages                                  238,536                    238,536
  Professional fees                                    27,541                     27,541
  Outside services                                     21,006                     21,006
  Payroll taxes and employee benefits                  25,184                     25,184
  Operating supplies                                   14,913                     14,913
  Utilities and telephone                              14,241                     14,241
  Depreciation and amortization                        13,390                     13,390
  Office supplies                                       7,153                      7,153
  Taxes and licenses                                    8,334                      8,334
  Repairs and maintenance                               7,793                      7,793
  Advertising and promotion                             5,565                      5,565
  Auto expense                                          4,868                      4,868
  Insurance                                             3,199                      3,199
  Travel                                                5,387                      5,387
  Dues and subscriptions                                1,885                      1,885
  Other operating expenses                              2,376                      2,376
                                                  -----------   ----------     ---------
     TOTAL OPERATING EXPENSES                         401,371                    401,371
                                                  -----------   ----------     ---------
              INCOME (LOSS)  FROM OPERATIONS          110,579       30,203       140,782

OTHER INCOME (EXPENSES)
  Interest income.                                        599   $                    599
  Gain on sale of building                             30,203      (30,203) (2)
  Interest expense                                    (16,422)                   (16,422)
                                                  -----------    ---------     ---------
         Net other expense                             14,380      (30,203)      (15,823)
                                                  -----------    ---------     ---------
              INCOME BEFORE INCOME TAXES              124,959                    124,959

INCOME TAXES                                           35,800       13,300 (1)    49,100
                                                  -----------    ---------    ----------
               NET INCOME                         $    89,159    $ (13,300)   $   75,859
                                                  ===========    =========    ==========


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
Effects of the Restatement


                                                     For the year ended December 31. 2004
                                                     ------------------------------------
                                                                    Current
                                                                    Quarter
Weighted average number of common shares                           Adjustments
<S>                                                     <C>            <C>          <C>
  outstanding - basic and fully diluted              12,967,603                 12,967,603
                                                     ==========    ==========   ==========
Net income per share - basic and fully diluted       $     0.01    $            $     0.01
                                                     ==========    ==========   ==========
Pro forma data:

Historical income before taxes                          124,959                    124,959

Pro forma provision for income taxes                     35,800        13,300(2)    49,100
                                                     ----------    ----------   ----------
Net income adjusted for pro forma provision
 for income taxes                                        89,159       (13,300)      75,859
                                                     ==========    ----------   ----------
Pro forma weighted average number of common
 shares outstanding                                  12,967,603                 12,967,603
                                                     ==========    ==========   ==========
Net income adjusted for pro forma provision
 for income taxes per common share:                  $     0.01    $            $     0.01
                                                     ==========    ==========   ==========


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
Effects of the Restatement

                                            For the year ended December 31. 2003
                                            ------------------------------------
                                                         Current
                                                         Quarter
REVENUES                                               Adjustments
<S>                                          <C>           <C>            <C>
Sales                                       $721,419   $             $   721,419

COST OF SALES
  Cost of goods sold                         508,313                     508,313
  Freight                                     10,275                      10,275
                                            --------   -----------   -----------
      Total cost of sales                    518,588                     518,588
                                            --------   -----------   -----------
      Gross profit                           202,831                     202,831

OTHER OPERATING INCOME
 Gain on disposition of assets                    --                          --
                                             -------   -----------   -----------
     Gross income from operations            202,831                     202,831

OPERATING EXPENSES
  Salaries and wages                          47,662                      47,662
  Professional fees                            7,945                       7,945
  Outside services                            27,944                      27,944
  Payroll taxes and employee benefits          4,772                       4,772
  Operating supplies                           4,113                       4,113
  Utilities and telephone                      7,576                       7,576
  Depreciation and amortization                3,850                       3,850
  Office supplies                              3,354                       3,354
  Taxes and licenses                           2,299                       2,299
  Repairs and maintenance                      1,930                       1,930
  Advertising and promotion                    2,383                       2,383
  Auto expense                                    --                          --
  Insurance                                       --                          --
  Travel                                          --                          --
  Dues and subscriptions                          --                          --
  Other operating expenses                     3,619                       3,619
                                             -------   -----------   -----------
        TOTAL OPERATING EXPENSES             117,447                     117,447
                                             -------   -----------   -----------
             INCOME (LOSS)  FROM OPERATIONS   85,384                      85,384

OTHER INCOME (EXPENSES)
  Interest income.                                --                 $        --
  Interest expense                             5,701                       5,701
                                             -------   -----------   -----------
      Net other expense                        5,701                       5,701
                                             -------   -----------   -----------
             INCOME BEFORE INCOME TAXES       79,683                      79,683

INCOME TAXES                                  20,000       (20,000)(3)
                                                  --                          --
                                            --------     ---------    ----------
              NET INCOME                    $ 59,683     $ (20,000)   $   79,683
                                            ========     =========    ==========


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
Effects of the Restatement


                                                   For the year ended December 31. 2003
                                                   ------------------------------------
                                                                  Current
                                                                  Quarter
Weighted average number of common shares                        Adjustments
<S>                                                    <C>          <C>           <C>
 outstanding - basic and fully diluted              6,698,675                  6,698,675
                                                    =========   ===========   ==========
Net income per share - basic and fully diluted      $    0.00   $             $     0.00
                                                    =========   ===========   ==========
Pro forma data:

Historical income before taxes                         79,683                     79,683

Pro forma provision for income taxes                   20,000                     20,000
                                                    ---------   -----------   ----------
Net income adjusted for pro forma provision
                 for income taxes                      59,683                     59,683
                                                    =========   ===========   ==========
Pro forma weighted average number of common
         shares outstanding                         6,698,675                  6,698,675
                                                    =========   ===========   ==========
Net income adjusted for pro forma provision
           for income taxes per common share:       $    0.01   $             $     0.01
                                                    =========   ===========   ==========


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
Effects of the Restatement

                                                 For the year ended December 31. 2004
                                                  ------------------------------------
                                                                Current
                                                                Quarter
OPERATING ACTIVITIES                                          Adjustments
<S>                                                  <C>          <C>            <C>
NET INCOME (LOSS)                                 $ 89,159   $     13,300 (1) $ 75,859
ADJUSTMENTS TO RECONCILE NET INCOME TO
 NET CASH PROVIDED BY OPERATING ACTIVITIES
   Depreciation and amortization                    13,390                      13,390
   Consulting services paid by issuance of stock
   Gain on sale of property and equipment          (30,203)                    (30,203)
   Deferred income taxes                            35,465        (13,300)(1)   48,765
CHANGES IN ASSETS AND LIABILITIES
   Accounts receivable                             (57,770)                    (57,770)
   Prepaid expenses                                  5,000                       5,000
   Inventories                                      49,714                      49,714
   Accounts payable                                (35,465)                    (35,465)
   Line of credit                                   32,029        (32,029)(4)
   Accrued income taxes                             13,635                      13,635
                                                  --------   ------------     --------
NET CASH PROVIDED BY OPERATING ACTIVITIES          114,954        (32,029)      82,925

INVESTING ACTIVITIES
   Expenditures for property and equipment        (569,780)                   (569,780)
   Expenditures for software                        (9,901)                     (9,901)
   Proceeds from sale of property and equipment    127,313                     127,313
   Loans to shareholder                                 --                          --
   Repayment of shareholder loans                    1,770                       1,770
   Additional security deposits                       (150)                       (150)
                                                  --------   ------------     --------
NET CASH USED IN INVESTING ACTIVITIES             (450,748)                   (450,748)

FINANCING ACTIVITIES
   Proceeds from issuance of long-term debt        338,500                      338,50
   Principal payments on long-term debt            (71,184)                    (71,184)
   Principal advances from line of credit                          32,029 (4)   32,029
   Additional investment by shareholders            83,822                      83,822
                                                  --------   ------------     --------
NET CASH PROVIDED BY FINANCING ACTIVITIES          351,138                     383,167

NET DECREASE IN CASH AND CASH EQUIVALENTS           15,344                      15,344

Cash and cash equivalents, beginning                67,507                      67,507
                                                  --------    ------------     -------
CASH AND CASH EQUIVALENTS, END                      82,851                    $ 82,851
                                                  ========    ============    ========
Supplemental disclosures:
   Interest paid                                  $ 16,422    $               $ 16,422
                                                  ========    ============    ========
Non-cash  investing and financing transactions - During the years ended December
31,  2004  and 2003, the Company's major shareholder transferred inventory items
to  the  Company. The inventory was valued at replacement cost in the amounts of
$416,872  and $148,281 respectively The stockholder was credited with additional
paid-in capital in the amounts of $416,872 and $148,281 respectively.


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
Effects of the Restatement


                                                         For the year ended December 31. 2003
                                                          ------------------------------------
                                                                       Current
                                                                       Quarter
OPERATING ACTIVITIES                                                 Adjustments
<S>                                                          <C>        <C>               <C>
NET INCOME (LOSS)                                         $ 79,683   $              $   79,683
ADJUSTMENTS TO RECONCILE NET INCOME TO
 NET CASH PROVIDED BY OPERATING ACTIVITIES
  Depreciation and amortization                              3,850                       3,850
  Consulting services paid by issuance of stock              1,000                       1,000
  Gain on sale of property and equipment                        --                          --
  Deferred income taxes                                         --                          --
CHANGES IN ASSETS AND LIABILITIES
  Accounts receivable                                     (157,375)                   (157,375)
  Prepaid expenses                                          (5,000)                     (5,000)
  Inventories                                               13,233                      13,233
  Accounts payable                                          89,911                      89,911
  Accrued income taxes                                          --                          --
                                                          --------   -----------    ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                   25,302                      25,302

INVESTING ACTIVITIES
  Expenditures for property and equipment                  (29,471)                    (29,471)
  Expenditures for software                                     --                          --
  Proceeds from sale of property and equipment                  --                          --
  Loans to shareholder                                      (1,770)                     (1,770)
  Repayment of shareholder loans                                --                          --
  Additional security deposits                                  --                          --
                                                          --------   -----------    ----------
NET CASH USED IN INVESTING ACTIVITIES                      (31,241)                    (31,241)

FINANCING ACTIVITIES
  Proceeds from issuance of long-term debt                      --                          --
  Principal payments on long-term debt                      (2,573)                     (2,573)
  Principal advances from line of credit                        --                          --
  Additional investment by shareholders                      6,065                       6,065

NET CASH PROVIDED BY FINANCING ACTIVITIES                    3,492                       3,492

NET DECREASE IN CASH AND CASH EQUIVALENTS                   (2,447)                     (2,447)

Cash and cash equivalents, beginning                        69,954                      69,954
                                                          --------   -----------    ----------
CASH AND CASH EQUIVALENTS, END                            $ 67,507   $              $   67,507
                                                          ========   ===========    ==========
Supplemental disclosures:
  Interest paid                                           $  5,701   $              $    5,701
                                                          ========   ===========    ==========
Non-cash  investing and financing transactions - During the years ended December
31,  2004  and 2003, the Company's major shareholder transferred inventory items
to  the  Company. The inventory was valued at replacement cost in the amounts of
$416,872  and $148,281 respectively The stockholder was credited with additional
paid-in capital in the amounts of $416,872 and $148,281 respectively.


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


TELESIS TECHNOLOGY CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
Effects of the Restatement

                                                          For the year ended December 31. 2004
                                                          ------------------------------------
                                                                         Current
                                                                         Quarter
                                                                       Adjustments
<S>                                                            <C>         <C>          <C>
 Balance, December 31, 2003                               $  343,330   $            $  343,330

Retained earnings recorded as additional paid-in
 capital upon election out of "S" corporation status             ---                       ---

Common stock issued                                            83,822                   83,822

Inventory items transferred by major shareholder
  recorded as additional paid-in capital                      416,872                  416,872

Net income                                                     89,159    (13,300)(1)    75,859
                                                          -----------   --------    ----------
Balance, December 31, 2004                                $   933,183  $ (13,300)   $  919,883
                                                          ===========  =========    ==========


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


TELESIS TECHNOLOGY CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
Effects of the Restatement

                              For the year ended December 31. 2003
                              ------------------------------------
                                            Current
                                            Quarter
                                          Adjustments
<S>                               <C>         <C>           <C>
Balance, December 31, 2003    $ 108,301   $            $   108,301

Common stock redeemed              (100)                      (100)

Common stock issued             155,446                    155,446

Net income                       79,683                     79,683
                              ---------   -----------   ----------
Balance, December 31, 2004    $ 343,330   $       ---   $  343,330
                              =========   ===========   ==========


</TABLE>

<PAGE>



(1)  Deferred  income  tax  -  During 2004, the Company recorded deferred income
taxes  upon the election out of "S" corporation status as an other comprehensive
loss.  This  adjustment represents a reclassification of the taxes to income tax
expense.

(2)  In  2004,  the  Company  sold  it's  former  office building. The gain upon
disposition of the office building was recorded as other income. This adjustment
represents  a  reclassification  of the gain upon disposition to other operating
income.

(3)  Income  tax  expense  was  recorded on the statement of operations in 2003,
which  was  a  year  when  the  Company  was an "S" corporation. This adjustment
corrects income tax expense to be shown in a pro- forma basis only.

(4)  The  activity  in  the  Company's  revolving line of credit was reported as
changes  to  asset  and  liability accounts in 2004. This adjustment records the
activity in the line of credit as cash flows from financing activities.

<PAGE>

<TABLE>
<CAPTION>

The manner of reporting the change in the four quarterly comparative statements is as follows:


Quarterly changes to Balance Sheet


                                                                      Quarters in the year ended December 31, 2004
                                                                   -------------------------------------------------
                                                                    Fourth       Third       Second        First
                                                                    Quarter      Quarter      Quarter      Quarter
                                                                  -----------  -----------  -----------  -----------
<S>                                                                  <C>          <C>          <C>          <C>
Total assets as reported                                          $ 1,391,573  $ 1,212,191  $ 1,105,736  $ 1,019,367
                                                                  -----------  -----------  -----------  -----------

Total assets as restated                                            1,391,573    1,212,191    1,105,736    1,019,367
                                                                  ===========  ===========  ===========  ===========

Total liabilities as reported                                       1,391,573    1,212,191    1,105,736    1,019,367

During the year ending December 31,
2004, the Company recorded deferred
income taxes upon the election out
of "S" corporation status as an other
comprehensive loss.  This adjustment
represents a reclassification to the taxes
to income tax expense                                                  13,300           --           --           --

During the year ending December 31,
2004, the Company recorded deferred
income taxes upon the  election out
of "S" corporation status as an other
comprehensive loss.  This adjustment
represents a reclassification of the taxes
from other comprehensive loss                                         (13,300)          --           --           --
                                                                  -----------  -----------  -----------  -----------

Total liabilities as restated                                     $ 1,391,573  $ 1,212,191  $ 1,105,736  $ 1,019,367
                                                                  ===========  ===========  ===========  ===========


Quarterly changes to the Statement of
Operations

                                                                      Quarters in the year ended December 31, 2004
                                                                   --------------------------------------------------
                                                                     Fourth        Third        Second       First
                                                                     Quarter      Quarter      Quarter      Quarter
                                                                   -----------  -----------  -----------  -----------

Net income as reported                                             $    18,963  $    26,302  $     8,568  $    35,326

Include freight in the computation of
cost of sales                                                               --           --       (8,658)      (3,173)

Remove freight from operating expenses
and included as cost of sales                                               --           --        8,658        3,173

During the fourth quarter, 2004 the                                     30,203           --           --           --
Company sold it's former office building.
The gain upon disposition of the office
building was recorded as other income.
This adjustment represents a reclass-
ification of the gain upon disposition to
other operating income.

Remove gain on disposition of office
building from other income                                             (30,203)          --           --           --

During 2004, the Company recorded
deferred income taxes upon the election
out of "S" corporation status as an other
comprehensive loss.  This adjustment
represents a reclassification of the taxes
to income tax expense.                                                 (13,300)          --           --           --
                                                                   -----------  -----------  -----------  -----------

Net income as restated                                             $     5,663  $    26,302  $     8,568  $    35,326
                                                                   ===========  ===========  ===========  ===========

<PAGE>

Quarterly changes to the Statement of
Cash Flows
                                                                      Quarters in the year ended December 31, 2004
                                                                  ---------------------------------------------------
                                                                    Fourth         Third       Second        First
                                                                    Quarter       Quarter      Quarter      Quarter
                                                                  ----------    -----------  -----------  -----------
Net increase (decrease) in cash and
equivalents, as reported                                          $   15,344         97,771  $   120,836      (35,449)

The activity in the Company's revolving
line of credit was reported as changes
to asset and liability accounts.  This
adjustment removes the activity in the
line of credit from the cash provided by
operating activities                                                      --        (32,029)          --           --

The activity in the Company's revolving
line of credit was reported as changes
to asset and liability accounts.  This
adjustment records the activity in the
line of credit to cash provided from
financing activities                                                      --         32,029           --           --

During 2004, the Company recorded
deferred income taxes upon the election
out of "S" corporation status as an other
comprehensive loss.  This adjustment
represents a reclassification of the taxes
to income tax expense.                                               (13,300)            --           --           --

During 2004, the Company recorded
deferred income taxes upon the election
out of "S" corporation status as an other
comprehensive loss.  This adjustment
records the deferral of the income tax
expense to future periods                                             13,300             --           --           --
                                                                 -----------    -----------  -----------  -----------

Net increase (decrease) in cash and
equivalents, as restated                                         $    15,344    $    97,771  $   120,836  $   (35,449)
                                                                 ===========    ===========  ===========  ===========
</TABLE>

<PAGE>



NOTE P - SALE OF LONG-LIVED ASSETS

     During the year ended December 31, 2004, the Company sold its former office
building.  The  former  office  building  became  available  for  sale  upon the
acquisition of a new office and warehouse facility. The net proceeds of the sale
were  $127.313,  and the cost of the building including closing costs and net of
accumulated  depreciation  was  $97,110. The resulting gain upon the sale of the
office  building  in  the  amount  of  $30,203  is included in gross income from
operations on the Statement of Operations.


<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not Applicable




ITEM 8A. DISCLOSURE CONTROLS AND PROCEDURES

(a)  Evaluation  of  disclosure  controls  and  procedures.  Our Chief Executive
     Officer and Principal Financial Officer, after evaluating the effectiveness
     of  our  "disclosure controls and procedures" (as defined in the Securities
     Exchange  Act  of  1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the
     period  covered  by  this  Amended Report on Form 10-KSB/A (the "Evaluation

<PAGE>

     Date"),  have  concluded  that  as  of  the Evaluation Date, our disclosure
     controls  and procedures were not effective to provide reasonable assurance
     that  information  we  are  required to disclose in reports that we file or
     submit  under  the  Exchange  Act  is  recorded,  processed, summarized and
     reported  within  the time periods specified in the Securities and Exchange
     Commission  rules  and  forms, and that such information is accumulated and
     communicated  to  our management, including our Chief Executive Officer and
     Chief  Financial  Officer,  as  appropriate,  to  allow  timely  decisions
     regarding required disclosure.

     This  conclusion  was  based  on  the  fact that subsequent to our original
     filing of our 10-KSB for the year ended December 31, 2004, we discovered an
     error  in  the  computation  of  our  income  tax  expense  relating to the
     recording of deferred income taxes due upon election out of "S" corporation
     status  effective  January  1,  2004.  As  a  result,  we have restated our
     financial  statements and financial information for the year ended December
     31,  2004,  contained  in  this  amended  10-KSB  filing. The effect of the
     changes  increased income tax expense and decreased net earnings by $13,300
     for the fiscal year ended December 31, 2004.



(b)  Changes  in  internal  control  over  financial  reporting.  Subsequent  to
     our  discovery  of  the  errors  in our financial reporting disclosed above
     under  Item  (a),  we  made  certain  changes  to our internal control over
     financial  reporting  including  retaining  a  CFO  with  experience in SEC
     reporting to help provide us with answers regarding the timing and required
     disclosures of our transactions moving forward, which we believe will allow
     us  to  provide  reasonable  assurance  that information we are required to
     disclose  in  reports  that  we  file  or  submit under the Exchange Act is
     recorded,  processed,  summarized  and  reported  within  the  time periods
     specified  in  the  Securities and Exchange Commission rules and forms, and
     that  such  information  is accumulated and communicated to our management,
     including  our  Chief  Executive  Officer  and  Chief Financial Officer, as
     appropriate,  to  allow  timely decisions regarding required disclosure, in
     the  future.  As  such,  we believe that the errors described above will be
     only  a  one  time  event  and  have  added  Shefali  Vibhakar as our Chief
     Financial  Officer, effective September 1, 2005, since the discovery of the
     errors,  who has over ten years of experience in accounting and finance. We
     believe  that  the  addition  of  Mrs.  Vibhakar  will  help our disclosure
     controls  and procedures be effective and provide reasonable assurance that
     information  we  are required to disclose in reports that we file or submit
     under  the  Exchange  Act  is  recorded, processed, summarized and reported
     within the time periods specified in the Securities and Exchange Commission
     rules and forms.



                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

Set  forth  below  are  the  name,  age,  principal  position and a biographical
description  of  each  of  our  directors, executive officers and key management
personnel  as  of December 31, 2004. Our board of directors is comprised of only
one  class.  All  of  our  directors will serve until the next annual meeting of

<PAGE>

stockholders  and  until  their  successors  are elected and qualified, or until
their  earlier  death,  retirement,  resignation  or removal. Executive officers
serve  at  the  discretion of the board of directors, and are appointed to serve
until  the  first  board  of  directors  meeting following the annual meeting of
stockholders.

NAME                    AGE               POSITION

Mr. Hasit Vibhakar      32                Chairman, CEO, President, Director

Ms. Shefali Gandhi      30                Chief Accounting Officer, Director

HASIT VIBHAKAR
CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER.

Mr.  Hasit  Vibhakar  is  the  Founder,  Chairman,  President  &  CEO of Telesis
Technology  Corporation,  he  is  responsible  for  founding the company and the
successful  business  model  implemented  at  Telesis Technology Corporation. He
spearheaded  the  efforts  to  take  the  company  public in the short time that
Telesis  Technology  Corporation  has been existent. Mr. Vibhakar is responsible
for the strategic direction and overall day to day operations of the company. He
is  a  seasoned  business  technology executive with a broad range of management
experience,  spanning  engineering,  sales,  business  development  and  product
management.  He  has  successfully  served executive level leadership roles with
both  established  and  start-up  technology  companies,  including:  Harris
Corporation  (NYSE:HRS);  Intens  Software; Digital Lightwave (NASDAQ:DIGL); and
Telemetry Technics Corp.

Mr.  Vibhakar  also  has  broad  experience  in charting and guiding growth on a
global  scale.  He has focused on the company's strategic planning, building all
company  divisions,  taking  the  company  from  private  to  public,  investor
relations,  business development, and alliance management effort, and oversees a
broad  set  of  strategic  and  business  development efforts focused on driving
sales,  growth,  and  market  share.  Mr. Hasit Vibhakar currently serves on the
board  of  two  corporations.  He holds a BA degree from Macalester College, St.
Paul, MN.

SHEFALI GANDHI

CHIEF ACCOUNTING OFFICER, CONTROLLER & DIRECTOR OF FINANCE.

Ms.  Shefali  Gandhi  is  responsible  for  the management of corporate finance,
accounting  including  the accounts receivable and accounts payable programs and
general  corporate  administration.  Shefali  Gandhi works very closely with the
company's  outside  auditor, provides and successfully implements all accounting
and  financial  controls  at  Telesis Technology Corporation. She brings to this
position  over  10  years of experience in accounting and finance, most recently
with  start-up  ventures.  Before  joining  Telesis, Shefali held several senior

<PAGE>

financial  positions  with  software,  semiconductor  and fiber optic technology
companies.  As  the  Chief Accounting Officer (CAO), Vice President, Controller,
Director  of  Finance,  Treasurer, Secretary and Director for Telesis Technology
Corporation  she  has  developed  financial  controls,  business  processes  and
inventory  systems  that  have  led  to  the  expansion of the company's diverse
product lines and growing customer base. She brings to Telesis special skills in
administrative  planning  and  budget management. Shefali holds a BA degree from
the University of Massachusetts, Boston, MA.

ITEM 10. EXECUTIVE COMPENSATION

The  following  summary compensation table sets forth the compensation earned by
our  Founder,  Chairman,  and  Chief  Executive  Officer. None of our executives
received  compensation  for  the  fiscal  year  2004  in excess of $100,000. Our
directors  do  not  receive  compensation  for  their  services  on the board of
directors  or  any  committee  thereof.  All of our directors are reimbursed for
their  expenses  for  each  board of directors meeting attended. At December 31,
2004 we did not have any equity compensation plans.

                           SUMMARY COMPENSATION TABLE
                           --------------------------
NAME                  YEAR          SALARY          BONUS       ALL COMPENSATION
Mr. Hasit Vibhakar    2002          $ 0.00          $ 0.00          $ 0.00
                      2003          $ 0.00          $ 0.00          $ 0.00
                      2004          $ 9,488.23      $ 0.00          $ 9,488.23

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth the number of shares of common stock beneficially
owned  as  of  December  31, 2004 by (i) those persons or groups known to us who
will  beneficially  own  more  than  5% of our common stock; (ii) each director;
(iii)  each executive officer whose compensation exceeded $100,000 in the fiscal
year  ended December 31, 2003; and, (iv) all directors and executive officers as
a  group.  The  information  is  determined  in  accordance  with  Rule  13(d)-3
promulgated  under  the Exchange Act based upon information furnished by persons
listed  or  contained  in  filings made by them with the Securities and Exchange
Commission  by  information  provided  by such persons directly to us. Except as
indicated,  the  stockholders  listed  below  possess sole voting and investment
power with respect to their shares.


                              TLST COMMON STOCK
                              BENEFICIALLY OWNED
                              ------------------------
                                            (3)% OF
                             (2)NUMBER OF  OUTSTANDING
                                SHARES       SHARES
                             ------------  -----------

Fiscal year ended December 31, 2004

<PAGE>

(1) NAME
Mr. Hasit Vibhakar (4)          12,000,000                    89.80%

          (1)  The  address  of  Mr.  Hasit  Vibhakar  is 1611 12th Street East,
               Unit A, Palmetto, Florida, 34221 USA.
          (2)  Beneficial  ownership  is  determined  in  accordance  with  the
               rules  of  the  Securities  and Exchange Commission and generally
               includes  voting  or investment power with respect to securities.
               Ordinary  shares  relating  to  options  currently exercisable or
               exercisable  within 60 days of the date of this table, are deemed
               outstanding  for  computing  the percentage of the person holding
               such  securities but are not deemed outstanding for computing the
               percentage  of any other person. Except as indicated by footnote,
               and  subject  to  community  property  laws where applicable, the
               persons  named in the table above have sole voting and investment
               power  with  respect to all shares shown as beneficially owned by
               them.
          (3)  Based  upon  13,367,500  million  shares  outstanding  of  TLST
               Common Stock.
          (4)  Includes all restricted stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


The  Company's  major  stockholder  transferred  inventory  items to the Company
during  calendar year 2004.  The inventory was valued at replacement cost (since
historical cost was unavailable) in the amount of $416,872.  The stockholder was
credited  with  additional paid-in capital in the amount of $416,872 in exchange
for  the  inventory.

The Company's major stockholder has signed a personal guarantee for the mortgage
debt  and  line  of  credit  of the Company as described in Notes E and F to our
years  ended  December  31, 2004 and 2003 financial statements, attached hereto.


AUDIT COMMITTEE FINANCIAL EXPERT

Since  we  are  an  OTC  Bulletin  Board  company,  we  are  exempted  from  the
requirements  to  establish  an  audit  committee and to have an audit committee
financial  expert  to  serve  on  such  committee.  We hope to comply with those
requirements in the future.

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

Section  16(a)  of the Securities Exchange Act of 1934, as amended, requires our
executive  officers, directors and persons who own more than 10% of a registered
class  of  our  equity  securities  to  file  with  the  Securities and Exchange
Commission  initial  statements  of  beneficial ownership, reports of changes in
ownership  and  annual  reports  concerning  their ownership of common stock and
other  of  our  equity  securities  on Forms 3, 4 and 5, respectively. Executive
officers, directors and greater than 10% shareholders are required by Commission
regulations to furnish us with copies of all Section 16(a) reports they file.

<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A)     Exhibits.

The  following is a list of exhibits filed as part of this Annual Report on Form
10-KSB.  Where so indicated by footnote, exhibits that were previously filed are
incorporated by reference.

Exhibit
Number    DESCRIPTION
-------   ------------

3.1       Certificate  of  Incorporation,  incorporated  herein  by  reference,
          previously  filed  with  the  SEC  on  November  1st,  2004  with  the
          Registrant's Form 10SB12G, and incorporated herein by reference.

3.2       Bylaws  and  Certificate  of  Amendment  to  the  Certificate  of
          Incorporation, incorporated herein by reference, previously filed with
          the  SEC  on November 1st, 2004 with the Registrant's Form 10SB12G and
          incorporated herein by reference.

31.1*     Certificate  of  the  Chief  Executive  Officer  pursuant  to  Section
          302 of the Sarbanes-Oxley Act of 2002

31.2*     Certificate  of  the  Chief  Financial  Officer  pursuant  to Section
          302  of  the  Sarbanes-Oxley  Act  of  2002

32.1*     Certificate  of  the  Chief  Executive  Officer  to Section 906 of the
          Sarbanes-Oxley Act of 2002

32.2*     Certificate  of  the  Chief  Financial  Officer  to Section 906 of the
          Sarbanes-Oxley Act of 2002

*     Filed herein.


(B)     Reports on Form 8-K.

No Form 8-K was filed with the SEC prior to December 31st, 2004.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The  following  table  sets  forth  fees billed to us by our auditors, certified
public  accountants during the fiscal years ended December 31, 2004 and December
31,  2003  for:  (i)  services  rendered  for  the audit of our annual financial
statements  and  the review of our quarterly financial statements, (ii) services
by  our  auditor  that are reasonably related to the performance of the audit or
review  of  our  financial  statements  and that are not reported as Audit Fees,
(iii)  services  rendered  in connection with tax compliance, tax advice and tax
planning, and (iv) all other fees for services rendered regarding accounting and
auditing.  "All other fees" includes fees related to (or paid for) in the fiscal
year  ended  December 31, 2004 and fees related to in fiscal year ended December
31, 2003.

                             DECEMBER 31, 2004         DECEMBER 31, 2003
                             -----------------         -----------------
(i)  Audit Fees              $        6,900.00         $        5,000.00
(ii) Audit Related Fees      $        2,448.00         $        1,944.65
(iii)Tax Fees                $          529.00         $        1,500.00
(iv) All Other Fees          $       20,000.00         $               -
     TOTAL                   $       29,877.00         $        8,444.65

<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Telesis Technology Corporation


/s/   HASIT VIBHAKAR
--------------------
Name:  Hasit Vibhakar                                    Dated:  April 28, 2006

Title:  Chairman, Chief Executive Officer, President, Secretary, Treasurer and
Director.



/s/   SHEFALI VIBHAKAR
----------------------
Name: Shefali Vibhakar
Title: Chief Financial Officer and Director            Dated:  April   28, 2006



KNOW  ALL  THESE  PERSONS  BY  THESE  PRESENTS, that each person whose signature
appears  below  constitutes  and  appoints  Mr. Hasit Vibhakar and each of them,
jointly  and  severally,  his  attorneys  in  fact,  each  with  full  power  of
substitution,  for him in any and all capacities, to sign any and all amendments
to  this  Report on Form 10-KSB, and to file the same, with exhibits thereto and
other  documents  in  connection  therewith,  with  the  Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorneys-in-fact
or his substitute or substitutes, may do or cause to be done by virtue hereof.

In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates indicated.



SIGNATURE                           TITLE                              DATE


/s/  HASIT VIBHAKAR
-------------------
Hasit Vibhakar           President, Chief Executive Officer,
                         Secretary, Treasurer and Chairman of
                         the Board                             April 28, 2006

/s/  SHEFALI VIBHAKAR
---------------------
Shefali Vibhakar         Chief Financial Officer and Director
                                                               April 28, 2006



<PAGE>