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

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

[X]       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 B
        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: $ 2,607,616.

The  aggregate  market  value of the voting and non-voting common equity held by
non-affiliates  of  the  Registrant  on  December  31,  2005  was  approximately
$978,250.  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 March
31, 2006:  19,367,500 shares.

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange  Act).  Yes [ ] No [X].

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

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

<PAGE>

                         TELESIS TECHNOLOGY CORPORATION

                               INDEX TO FORM 10KSB


PART I

Item 1.     Description of Business                                          4

Item 2.     Description of Property                                          17

Item 3.     Legal Proceedings                                                18

Item 4.     Submission of Matter to a Vote of Security Holders               19


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                                             F-1

Item 8.     Changes In and Disagreements with Accountants
            on Accounting and Financial Disclosure                           32

Item 8A.    Disclosure Controls and Procedures                               32


PART III

Item 9.     Directors, Executive Officers, Promoters and Control
            Persons/Compliance with 16(a) of the Securities Exchange Act     33

Item 10.    Executive Compensation                                           34

Item 11.    Security Ownership of Certain Beneficial Owners and Management   34

Item 12.    Certain Relationships and Related Transactions                   35

Item 13.    Exhibits and Reports on Form 8-K                                 36

Item 14.    Principal Accountant Fees and Services                           38


SIGNATURES                                                                   39

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<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", "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," the "Company" and "us" refer to
Telesis Technology Corporation.


                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS

INTRODUCTION

Telesis  Technology  Corporation  hereinafter  referred  to  as  the  "Company",
"Telesis" or "We," was organized by the filing of Articles of Incorporation with
the  Secretary of State in the State of Florida on June 6, 2002. The Articles of
Incorporation  of the Company, as amended authorized the issuance of one hundred
million (100,000,000) shares of $0.001 par value Common Stock and twenty million
(20,000,000)  shares of preferred stock, $0.001 par value per share. As of March
31,  2006,  the  Company  had  approximately  19,367,500  shares of Common Stock
outstanding,  which  were held by approximately twenty-four (24) shareholders of
record  and  -  0  -  shares  of  preferred  stock  issued  and  outstanding.

We  are  an  Aerospace  &  Defense  Contractor  that  designs,  develops, tests,
supplies,  manufactures  and  produces  structural  aircraft parts and precision
aerospace  components  for  the United States Government, other Federal agencies
and  Commercial  Aviation.  During  the  fiscal year ended December 31, 2005, we
changed  our  strategy and plans by concentrating our focus on our strengths and

                                     -4-
<PAGE>

core  competencies  which included the Aerospace and Defense sectors. During the
fiscal  year  ended December 31, 2005, we sold our Commercial Products Division,
Telesis  RF  division and Telesis Test Labs Division, as all three units catered
to the commercial electronic component industry, and as stated above, we believe
our  strengths  exist in the aerospace and defense sectors. Approximately 80% of
our sales for 2005 and 74% of our sales for 2004 were derived from our Aerospace
and  Defense  business  units.  Through  Telesis  Aerospace  and  Telesis
Aerostructures,  we  operate  as  a  specialty  prime  contractor in the overall
design,  contract  manufacturing,  production  and  distribution  of  structural
precision  aircraft  parts  under  government  contracts and commercial purchase
orders.  In this capacity we supply aircraft skins, aerospace engine components,
fluid  control  components,  electronic assemblies, electromechanical structures
and  general  aircraft parts. We manage a wide variety of products and services.
Our  defense  industry products, which represent the bulk of our sales, are used
specifically  for the repair and maintenance of weapons systems, ground support,
and  aircraft  and  ground  equipment  spares  programs. 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 3 years and we believe such demand will
continue  to  grow  in the future. This growth is attributable to an increase in
demand  for  our  products  by  the  government  and  other  major  aircraft
manufacturers.

TELESIS AEROSPACE

Telesis  Aerospace  engages in the contract manufacturing of Structural Aircraft
Parts  and Precision Aerospace Components and Assemblies. We manufacture complex
precision  machined  parts  and  assemblies  in  support of the Airframe, Out of
Production Aircrafts, Turbine Engines, Fuel Systems, Accessory, Missile Defense,
Space  Exploration  and  Ground  Military  equipment  programs.  The  Company is
certified to ISO9001-2000 & AS9120-2000 quality management system. Most recently
the  Company  received  certification  to  Federal Aviation Administration (FAA)
Quality  System  FAA-AC-00-56A.

Telesis  Aerospace  has  participated  in  supporting programs for the following
aircrafts:  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, structural cargo doors, utility actuation, structural
aircraft  controls  and  actuation.

TELESIS AEROSTRUCTURES

Telesis  Aerostructures  was  formed  at the end of 2005, after the sales of our
Telesis  Commercial  Products Division and Telesis Test Labs business divisions.
Our  founder  and  Chief  Executive  Officer,  Mr. Hasit Vibhakar, identified an
opportunity  in  the  core  business that he believed would allow us to grow our
revenues via distribution to our existing customers, thus Telesis Aerostructures
was  formed.

Telesis  Aerostructures is a diverse supplier of aerospace structural components
and aircraft part assemblies for the military, commercial, and general aerospace
market. The business division engages in the supply and distribution of aircraft
parts  not-manufactured  by Telesis to an open market of clients. Our vast array
of  customers  includes  various avionics facilities, and various major aircraft

                                     -5-
<PAGE>

manufacturers  worldwide.  Telesis  Aerostructures  is  a  stocking supplier for
various  aerospace  products,  and  carries  one of the most complete structural
aircraft  component  inventories for the Lockheed C130 - C141 Hercules Transport
Aircraft.  The  Company  is  certified  to  ISO9001-2000  &  AS9120-2000 quality
management  system.

Telesis  Aerostructures  focuses  on  out of production obsolete spare parts for
various  aerospace programs and aircrafts. Telesis Aerostructures provides major
spare parts Support for: A-4 Sky hawk, C-5A Galaxy, E-3 Sentry, T-38 Talon, A-10
Thunderbolt, A-7 Corsair, C-130 - C-141 Hercules, E-1B Tracer, F-4 Phantom, F-14
Tomcat,  F-16  Fighting  Falcon,  F/A-18  Hornet,  P-3  Orion,  S-2 Tracker, T-2
Buckeye,  Sikorsky  CH-53  Helicopter,  Sikorsky  Bell  UH1 Helicopter, Northrop
Grumman  E2  Hawkeye,  AV-8  Harrier  and  Sikorsky  H-3  Sea  King.

Telesis  Aerostructures  goes  beyond  supply  chain  and  distribution. Through
Telesis  Aerostructures,  we  provide  complete  contract  repair  and  overhaul
services for the majority of units used on Lockheed C130, C141 aircraft, Grumman
aircraft  and Bell and Sikorsky helicopters. We also support spare parts for the
Allison  T56 (501) engines, Pratt & Whitney PT6 engines and Lycoming T53 and T55
engines.

We  believe  our  future success depends upon our ability to broaden our product
manufacturing  capabilities,  continue  to increase our government and aerospace
customer  base  as  a  specialty  prime  contractor,  and capture volume product
delivery  opportunities  with  increased  gross  margins.  While  we continually
attempt  to  expand  our  customer  base, we cannot provide 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/or  financial  condition.

We  have  experienced,  and  expect to continue to experience, declining average
sale 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. We can provide
no  assurance  that we will be able to develop such products and/or that that we
will  be  able  to  reduce  our  manufacturing  costs  in  the  future.

DISCONTINUED OPERATIONS

In  2003,  in  an effort to diversify our business, we founded Telesis Test Labs
and Telesis Commercial Products Division and Telesis RF. As a strategic move and
a  result  of  the  downturn  in the contract electronic component manufacturing
sector,  we  terminated  the  operations  of  Telesis  RF  in  December  2005.
Additionally,  we  sold  Telesis  Test  Labs  in  the  fourth quarter of 2005 to
Celerity Test Labs for $65,000. On January 2006, we sold our Commercial Products
Division  to  privately held Global Technology Components, LLC for $330,000. Due
to  our decision to exit and close the three divisions, all three divisions have
been  classified  as  "discontinued".

Revenues By Division

For  the  fiscal  year ended December 31, 2005, approximately 78.9% of our total
sales  revenue was attributable to the sales to the United States government and
approximately  19.2%  of  sales  were  attributable  to  our  now  discontinued
Commercial Products Division, with no other division accounting for greater than
10%  of  our  revenues.

                                     -6-
<PAGE>

BUSINESS STRATEGY

Our  primary  focus  has been in the aerospace and defense sector. We have moved
rapidly  to  utilize  our  knowledge  base in structural aircraft components and
assembly  related  design  and  manufacturing  to offer new products, as well as
variations  of  existing products. The results of this strategy have paid off in
increased  revenues  for  the year ended December 31, 2005, compared to the year
ended  December  31,  2004.

We  plan  to  continue  to  expand  and  capitalize  on  this  growth while also
diversifying  into a non cyclical business. Utilizing our extensive knowledge in
machined  parts  design  capabilities  and  manufacturing,  we have expanded the
products  we offer. 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  larger  aircraft
components  and  high  volume  manufacturing.

THE MARKET

Defense spending was relatively flat or even experienced a slight decline in the
1990's,  the  current  decade  is  experiencing  an increased budget for defense
spending  (www.infoplease.com, Federal Budget Outlays for Defense Functions 1980
to  2002). The Department of Defense budget increased from $ 301 billion in 2000
to  $ 420 billion in 2005. President Bush has requested $439 billion to Congress
for  the 2007 fiscal year. This is a 5% increase from 2006 budget levels. Almost
$  84  billion of the 2007 defense budget is planned for the purchase of weapons
programs such as fighter jets including service and repair (Summary and Analysis
of  the  President's 2005 Budget, www.house.gov, "2005 Budget"). The majority of
our  parts  are  sold  to  the Department of Defense via their Defense Logistics
Agencies.  The  Department  of Defense procurement from the budgets for 2006 and
2007  includes  the  acquisition of new aircraft; aircraft modification programs
and spending on spare and repair parts. Detailed modification programs are being
implemented  to  increase  the  service  life  of  aircrafts,  including
non-manufactured  aircrafts,  aging  aircraft maintenance; and support for aging
aircrafts  including  spare  parts  programs  (2005  Budget).

PRODUCTS

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

CUSTOMERS

We  qualify  as a small business because we have less than 500 employees. We are
qualified  and  certified  to  sell  to all governmental agencies, aerospace and
aircraft  manufacturers,  avionics  contractors,  FAA  repair stations and other
prime  contractors  including  but not limited to United Technologies, Raytheon,
Boeing,  Datron,  Lockheed  Martin  and  L3-Communications.

                                     -7-
<PAGE>

For the fiscal year ended December 31, 2005, our largest customer was Department
of  Defense (DoD), which accounted for more than approximately 80% of net sales,
with  no  other  customer  accounting  for  more  than  10%  of  our  net sales.

We  rely  heavily  on  acquiring  new  customers.  The  acquisition rate for new
customers  during  fiscal  2005  was  approximately  5 new customers per quarter
compared to approximately 10 new customers per quarter for fiscal 2004. However,
with the discontinuation of our Commercial Products Division, we believe we will
rely  more  and  more  on  our  sales  to  the  United States government for our
revenues.

SALES, MARKETING AND DISTRIBUTION

We  sell  our  products through a combination of a technically proficient inside
sales  staff  and  via  electronic  competitive  bidding. While historically the
majority  of our contracts have been valued below $ 300,000, we plan to continue
to  compete  for  significantly larger contracts. Our average sales cycle, which
generally  commences  at  the time a prospect lead or client requests a proposal
and  ends upon a binding contract or award being issued by the client, typically
ranges  from  four  months  to  one  year. Currently, our inside sales personnel
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  engineering  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  four  to  twelve  months. Our customers
typically  conduct  significant  technical  evaluations  of  our products before
making purchase commitments. In addition, as is customary in our industry, sales
are  made  through  standard  purchase  order contracts, 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  and  defense  marketplace is highly competitive and intense. The
majority  of our competitors are larger and more established. Some of the larger
companies  which whom we complete include Northrop Grumman Corp, Lockheed Martin
Corporation,  Boeing,  Vought  and  CPI  Aero, which all have greater financial,
marketing,  distribution, brand name recognition and other resources than we do.
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.

                                     -8-
<PAGE>

Accordingly,  in  response  to  market  conditions,  we  may  from  time to time
reposition product lines or decrease prices, which may affect our profit margins
on such product lines. Competitiveness in sales of our products is determined by
the  price  and  quality of the product, and our ability to provide delivery and
customer  service  in  keeping  with  the  customers' needs. We believe that our
flexibility  and  ability  to  quickly  adapt  to customer needs affords us some
competitive  advantages.  Nevertheless,  we  expect that competition with larger
companies  with  more  extensive  resources  than  ours  will  continue  to be a
challenge  to  our  operations  and  ability  to  compete  successfully  in  the
marketplace.

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  are  located in Palmetto, Florida. Our assembly, distribution
center,  warehousing and contract manufacturing facility is located in Superior,
Nebraska. 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 consist
primarily  of specialized subassemblies, fabricated housings, precision machined
components  and  large  fabricated  metal  structures.

We  are  ISO  9001  &  AS9120  certified, a uniform worldwide quality management
system standard. Additionally, we recently received certification by the FAA for
FAA-AC-00-56A  quality  system.  Numerous  customers  and  potential  customers
throughout  the  world,  particularly  Prime  Contractors  and  US Department of
Defense,  require  their suppliers be ISO certified. In addition, many customers
require  their suppliers to purchase materials only from subcontractors that are
ISO  or  AS9100  compliant  or  certified.

We  currently procure, and expect to continue to procure, certain materials from
single  source  manufacturers  due  to  unique  component,  sub  system and 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 2005, 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

We  use  a  variety  of  raw materials in our manufacturing processes, including
specialized  exotic metals, wires, chemicals and gasses, as well as finished and
raw  fabricated  structures.  Although  the  raw  materials are available from a

                                     -9-
<PAGE>

number  of  sources,  our  results of operations may be materially and adversely
affected  if  we  have  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.  We  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, we believe that the
amount  of  backlog  at  any  date  is  not  a  useful  measure of future sales.

PRODUCT RESOURCES

We  primarily  sell  products  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 delay in selling products after we
have  devoted 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 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 are 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.

                                      -10-
<PAGE>

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 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. 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, or prove
too  costly  for  us  to  obtain.

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

                                      -11-
<PAGE>

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.

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

EMPLOYEES

As of December 31, 2005, we had 7 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.

GOVERNMENT & 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, which would adversely
affect  our  business,  financial  condition  and  results  of  operations.
Additionally,  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.

We  are subject to regulation by the Federal Aviation Administration (FAA) under
the  provisions  of  the  Federal  Aviation  Act  of  1958,  as amended. The FAA
prescribes  standards  and  licensing  requirements  for  aircraft  and aircraft
components.  We  are  subject  to inspections by the FAA and may be subjected to
fines  and  other  penalties  (including  orders  to  cease  production)  for
noncompliance  with  FAA  regulations.  Our  failure  to  comply with applicable
regulations could result in the termination of or our disqualification from some
of  our contracts, which could have a material adverse effect on our operations.

                                      -12-
<PAGE>

Our government contracts are subject to the procurement rules and regulations of
the  United  States government. Many of the contract terms are dictated by these
rules  and  regulations.  During  and  after  the  fulfillment  of  a government
contract,  we  may  be  audited  in respect of the direct and allocated indirect
costs attributed thereto. These audits may result in adjustments to our contract
costs.  Additionally,  we  may  be  subject  to  U.S.  government  inquiries and
investigations  because  of  our  participation  in  government procurement. Any
inquiry  or  investigation  can result in fines or limitations on our ability to
continue  to  bid  for  government  contracts  and  fulfill  existing contracts.

Since our inception date, there have been no known governmental or environmental
claims or recorded liabilities. We believe we are currently in compliance in all
material  respects  with  such  regulations.

INSURANCE

We  maintain  a  $2  million  general  liability  insurance policy, a $4 million
products  liability  insurance  policy,  and  a  $4  million  umbrella liability
insurance policy. We believe this coverage is adequate for the types of products
presently  marketed  because of the strict inspection standards imposed on us by
our  customers  before  they  take possession of our products. Additionally, the
Federal Acquisition Regulations (FAR) generally provide that we will not be held
liable for any loss of or damage to property of the government that occurs after
the  government  accepts  delivery  of  our  products  and that results from any
defects  or  deficiencies  in  our  products  unless  the liability results from
willful  misconduct  or  lack  of  good  faith  on  the  part  of our managerial
personnel.

INTELLECTUAL PROPERTY

We  rely  on  trade  secrets  and  execute  confidentiality  and  non-disclosure
agreements  (NDA) with all 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 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  Chief  Executive Officer and or the failure to
achieve  our  intellectual property objectives may have a major material adverse
effect  on  our  business,  financial  condition  and  results  of  operations.

We  believe  our entire success depends upon the knowledge and experience of our
founder  and  Chief  Executive  Officer  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  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.

                                      -13-
<PAGE>

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.

SALE OF TELESIS TEST LAB DIVISION
---------------------------------

On  October  21, 2005, we completed the sale of our Test Lab Division (the "Test
Lab"  or  "Telesis  Test  Lab") to Celerity Test Labs, Inc. ("Celerity"), for an
aggregate  of  $65,000,  of  which  $30,000  was  paid  in the form of a $30,000
Promissory  Note  (the  "Test  Lab  Note"  which  was  similar  to  the  Global
incorporated  by  reference hereto as Exhibit 10.1, other than in respect to the
parties,  dates,  interest  rate and due dates of the Promissory Note). The sale
was  made  pursuant  to  a  Standard  Asset  Purchase  Contract.

The  Test Lab Note bears interest at the rate of seven percent (7%) per year and
is  payable  in  sixty (60) equal monthly installments of $594.04, commencing on
November  21,  2005  and ending October 21, 2010. Pursuant to the Test Lab Note,
Celerity  is  in  default if such monthly payment is not received within fifteen
(15)  days  of  the due date, and upon default, the principal amount of the Test
Lab  Note  along  with  any  interest will bear interest at the rate of eighteen
percent  (18%)  per year, until the Test Lab Note is paid in full. Additionally,
pursuant to the Test Lab Note, if any payment due under the Test Lab Note is not
paid  within  ten  (10)  days  of  the  date it is due, a late fee equal to five
percent  (5%)  of  such  payment  will  be  due.

The  payment of the Test Lab Note was secured by a Security Agreement between us
and  Celerity  (similar  to  the Security Agreement with Global, incorporated by
reference  hereto  as  Exhibit  10.4,),  whereby  Celerity granted us a security
interest  in  certain  collateral  including all of the equipment, furniture and
fixtures  of  Telesis  Test  Lab  (the  "Celerity  Collateral")  to  secure

                                      -14-
<PAGE>

the  payment  of  the Test Lab Note. In the event that Celerity fails to pay any
amount  of  the Test Lab Note when due, or other events of default (as described
in  the  Celerity  Security  Agreement)  occur,  we  may  retain, sell, lease or
otherwise dispose of any and/or all of the Collateral, along with other remedies
as  described  in  the  Security  Agreement. Celerity shall remain liable to the
Company  for  the  payment  of  any deficiency with interest at the highest rate
allowable  by law. Additionally, the payment of the Test Lab Note was personally
secured  by  Cynthia E. Berube, the President of Celerity pursuant to a Guaranty
Agreement.

In  connection  with  the  sale of the Test Lab, we and Celerity entered into an
Indemnification  Agreement,  whereby we agreed to indemnify Celerity against any
and  all  claims,  liens,  debts,  taxes, fines, penalties, causes of action and
judgments  arising  in connection with Test Lab which may have occurred prior to
the October 21, 2005 closing and Celerity agreed to indemnify us against any and
all  claims,  liens,  debts,  taxes,  fines,  penalties,  causes  of  action and
judgments  arising in connection with Test Lab which may occur after the October
21,  2005  closing.

Additionally,  in connection with the closing of the Test Lab, we entered into a
Covenant  Not To Compete (similar to the Covenant Not to Compete incorporated by
reference  as  Exhibit  10.5 hereto, other than the parties and dates involved),
whereby  we  agreed  not  to  directly or indirectly as an employee, proprietor,
agent,  distributor, stockholder, partner, officer, director or otherwise, for a
period  of  five  (5)  years after October 21, 2005, be employed by, engaged in,
acquire an ownership interest in, or render advice or assistance to any business
worldwide  which  competes  directly  or  indirectly  with  the  business  being
conducted  by  Celerity.  Additionally,  we  agreed  not to solicit customers or
employees  from  Celerity  for  a  period  of five years after October 21, 2005.
Celerity's  remedies in the event we breach the Covenant Not To Compete includes
the  right  to  an  injunction  against  our  actions  and  to an accounting and
repayment  of  any  compensation  and  benefits realized in connection with such
violation.

DESCRIPTION  OF  TELESIS  TEST  LAB  DIVISION
---------------------------------------------

Telesis  Test Lab provided qualification, testing and validation services to end
users  of  electronic  components,  distributors  and  suppliers of electronics,
contract  manufacturers  and system integrators. Telesis Test Lab specialized in
the  pre-production  and  post-production  testing and validation of board level
components  and  provided  "one-stop"  service that allowed customers to improve
their  time  to  market,  reduce  costs  and  control  quality  parameters.

Included in the sale of the Test Lab were equipment and computers related to the
Test  Lab.

Revenues  from the Telesis Test Lab division for the nine months ended September
30,  2005,  totaled $47,798 or 2.0% of total revenues of $2,426,758 for the nine
months  ended  September 30, 2005. The majority of our sales for the nine months
ended  September  30,  2005  came  from  our  Aerospace  division.

Our  management  believes  that  the  sale of the Telesis Test Lab division will
allow  us  to  focus  on  our  core  Aerospace  and  Defense  business.

In  connection  with  the sale of the Test Lab division, Celerity agreed that it
would not utilize the trade name of Telesis Test Lab after 90 days from the date
of  closing.

                                      -15-
<PAGE>

TERMINATION  OF  OUR  REVOLVING  LINE  OF  CREDIT
-------------------------------------------------

On December 15, 2005 we paid and satisfied in full a revolving line of credit or
promissory  note  (the "Revolving Line of Credit") that was originally signed on
November  20,  2003  with  Republic  Bank  ("Republic"),  thus  terminating  the
agreement  with  Republic.  The  Revolving  Line  of Credit had no expiration or
maturity  date. The amount we were able to borrow under the Line of Credit was $
50,000.  We  did  not  incur  any  prepayment  penalties  with this transaction.

SALE  OF  COMMERCIAL  PRODUCTS  DIVISION
-----------------------------------------------------

On January 13, 2006 ("Closing"), we completed the sale of our Telesis Commercial
Products  Division ("CPD" or "Commercial Products Division," explained below) to
Global  Technology  Components,  LLC,  a  Florida  limited  liability  company
("Global"). The purchase was made pursuant to a Standard Asset Purchase Contract
and  the price paid by Global was $330,000, which amount was paid in the form of
a  promissory  note  in  the amount of $165,000 (the "Note"), with the remaining
amount  of  the  purchase  price  paid  in  cash  at  the  Closing.

The  Note  bears  interest  at  the  rate  of eight percent (8%) per year and is
payable  in  sixty  (60)  equal monthly installments of $3,345.61, commencing on
February  13,  2006 and ending on January 13, 2011. Pursuant to the Note, Global
is  in  default if such monthly payment is not received within fifteen (15) days
of  the  due date, and upon default, the principal amount of the Note along with
any  interest will bear interest at the rate of eighteen percent (18%) per year,
until  the  Note  is  paid  in  full. Additionally, pursuant to the Note, if any
payment  due  under  the Note is not paid within ten (10) days of the date it is
due,  a  late  fee  equal  to  five  percent  (5%)  of such payment will be due.

The  payment  of  the  Note  was  secured by a Security Agreement between us and
Global,  whereby  Global  granted  us  a security interest in certain collateral
including a computer monitor and computer belonging to Global (the "Collateral")
to  secure  the  payment  of the Note. In the event that Global fails to pay any
amount  of  the  Note  when due, or other events of default (as described in the
Security  Agreement)  occur,  we may retain, sell, lease or otherwise dispose of
any  and/or all of the Collateral, along with other remedies as described in the
Security Agreement. Global shall remain liable to the Company for the payment of
any deficiency with interest at the highest rate allowable by law. Additionally,
the payment of the Note was personally secured by David R. Kraft and Victoria L.
Kraft,  both  Managing  Members  of  Global  pursuant  to  a Guaranty Agreement.

In  connection  with  the  sale  of  the  CPD,  we  and  Global  entered into an
Indemnification Agreement, whereby we agreed to indemnify Global against any and
all  claims,  liens,  debts,  taxes,  fines,  penalties,  causes  of  action and
judgments  arising  in  connection with CPD which may have occurred prior to the
Closing  and  Global  agreed  to indemnify us against any and all claims, liens,
debts,  taxes,  fines,  penalties,  causes  of  action  and judgments arising in
connection  with  CPD  which  may  occur  after  the  Closing.

Additionally,  in connection with the Closing, we entered into a Covenant Not To
Compete,  whereby  we  agreed  not  to  directly  or  indirectly as an employee,
proprietor,  agent,  distributor,  stockholder,  partner,  officer,  director or

                                      -16-
<PAGE>

otherwise,  for  a  period of five (5) years after January 13, 2006, be employed
by, engaged in, acquire an ownership interest in, or render advice or assistance
to  any  business  worldwide  which  competes  directly  or  indirectly with the
business  being  conducted  by  Global.  Additionally,  we agreed not to solicit
customers  or employees from Global for a period of five years after January 13,
2006.  Global's  remedies  in  the  event  we breach the Covenant Not To Compete
include  the right to an injunction against our actions and to an accounting and
repayment  of  any  compensation  and  benefits realized in connection with such
violation.

In  connection with the sale of the CPD, Global agreed that it would not utilize
the  trade  name  of Telesis Commercial Products Division after 90 days from the
date  of  Closing.

DESCRIPTION  OF  COMMERCIAL  PRODUCTS  DIVISION
-----------------------------------------------

The  Commercial  Products  Division  was  one  of  three  (3) divisions which we
operated.  The  other  two remaining divisions are Telesis Aerospace and Telesis
RF.  The  Commercial  Products  Division 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 was
to  concentrate on selling to the OEM (original equipment manufacturer) customer
base.  We  had  approximately  37  OEM  customers at the time of the sale of the
Commercial  Products  Division.

Included  in  the  sale of the CPD were our customer lists, employees (including
CPD  management  employees)  furniture  and  computers  relating  to  the  CPD.

For  the  nine months ended September 30, 2005, the Commercial Products Division
accounted  for $430,369 or 17.7% of sales, which totaled $2,426,768 for the nine
months  ended  September  30,  2005, with the majority of our sales for the nine
months  ended  September  30,  2005  coming  from  our  Aerospace  division.

Our  management  believes that the sale of our Commercial Products Division will
allow  us  to  focus  on  our  core  Aerospace  and  Defense  business.


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


ITEM 2. DESCRIPTION OF PROPERTY

As  of  December  31,  2005  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,
2005  were  as  follows:

-    The Company's  headquarters  are  located in an industrial building at 1611
     12th  Street  East,  Unit  B,  Palmetto,  FL  34221  USA,  and  consists of
     approximately  2000 square feet. The Company is the owner of this facility.

                                      -17-
<PAGE>

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

On  January  27,  2006, a complaint was filed against us and our Chief Executive
Officer,  Hasit  Vibhakar,  in  the  District Court of Clark County, Nevada (the
"Complaint"),  by  Go Public First, Inc., a Nevada corporation ("Go Public"). In
December  2003, we had entered into a contract with Go Public, whereby Go Public
was  to  provide  consulting  services  to  us  in connection with us becoming a
publicly traded company. We chose to provide Go Public thirty days notice of our
intent  to  terminate  our agreement with Go Public on September 30, 2005 (which
agreement we believe was effectively terminated pursuant to our contract with Go
Public  on October 30, 2005). Our original contract with Go Public provided that
we  could  give  them thirty days notice of our intent to terminate the contract
upon  a breach of the contract by Go Public. We believe that Go Public's failure
to  result  in  our  becoming a publicly traded company for approximately twenty
months after we had entered into a contract with Go Public constituted a breach,
due  to  the  fact that Go Public had stated that the entire process to becoming
publicly  traded  would take between six and eight months. The Complaint alleges
that  we  breached  our  contract with Go Public; that we have converted certain
property  of Go Public which Go Public alleges exceeds approximately $250,000 in
value;  that  Go  Public suffered lost revenues due to the breach of contract of
$50,000;  that we conspired to breach the contract with Go Public; that we acted
with  fraud and deceit in entering into the contract with Go Public; and that we
were  unjustly  enriched  in  an  amount  in  excess  of $250,000. The Complaint
requests  general  damages  in excess of $10,000; 164,135 free trading shares of
our  common  stock;  punitive  damages of $2,500,000 against each defendant; and
reasonable  attorney's  fees.

On  March  13,  2006, we filed an answer, counterclaim and third party complaint
against  Go  Public,  as well as Ted Campbell, the Chief Executive Officer of Go
Public  ("Campbell")  and  Frank  Danesi, the President of Go Public ("Danesi"),
collectively  the  "Answer and Counterclaim." The Answer and Counterclaim denied
Go  Public's  claims  in the Complaint and pleaded certain affirmative defenses,
including  that Go Public fails to allege facts sufficient to constitute a claim
for  relief,  contributory  negligence  and  fault  on  the  part  of Go Public,
contributory  negligence and fault on the part of certain unnamed third parties,
that  certain of Go Public's allegations are barred by the applicable statute of

                                      -18-
<PAGE>

response  and/or  limitation, that we were unduly and severely prejudiced in our
defense  due  to Go Public's unreasonable delay in filing the Complaint, that Go
Public  has  failed  to  join  all  necessary  and  indispensable parties to the
Complaint,  that  there were intervening and/or superseding causes of Go Publics
alleged  damages,  and  that  we  are entitled to attorney's fees and reasonable
costs  in  connection  with  the  Complaint,  among  others.

Additionally,  the  Answer  and Counterclaim alleges that Go Public breached its
contract  with us, that it breached its covenant of good faith and fair dealing,
intentional  misrepresentation  and  fraud,  negligent  misrepresentation  and
violation of Nevada's deceptive trade practices act. The Answer and Counterclaim
also  contained  a  third  party  complaint  against  Campbell and Danesi, which
alleged  that  there  were  at all times a unity of interests between Go Public,
Campbell  and  Danesi,  breach of contract, breach of covenant of good faith and
fail  dealing,  intentional  misrepresentation  and  fraud,  negligent
misrepresentation,  violation  of  Nevada's deceptive trade practices act, civil
conspiracy,  and prayed for relief from Go Public, Campbell and Danesi in excess
of  $75,000  each,  punitive  damages,  attorney's  fees,  and  that Go Public's
Complaint  be  dismissed  with  prejudice.


In  addition  to  the  lawsuit  above,  we  may be subject from time to time, to
various  legal  proceedings  relating to claims arising out of our operations in
the  ordinary  course  of  our  business.  We are currently a party to the legal
proceeding described above, the adverse outcome of which, individually or in the
aggregate,  could  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

None.

                                     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".  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.

                                      -19-
<PAGE>

                                               PRICE RANGE OF
                                                COMMON STOCK
                                              -----------------
                                               HIGH        LOW
                                              -------    ------

           December 31, 2005                  $  0.75    $ 0.40
           September 30, 2005                 $  0.55    $ 0.18
           June 30, 2005                      $  0.51    $ 0.25
           March 30, 2005                     $  0.64    $ 0.24

           December 31, 2004                  $  0.65    $ 0.12
           September 30, 2004                 $  1.10    $ 0.40
           June 30, 2004 (Private Company)
           March 30, 2004 (Private Company)


At  December  31,  2005,  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,  2005.

Recent Sales of Unregistered Securities

On  January  4, 2005, Hasit Vibhakar was issued 6,000,000 shares of common stock
in  exchange  for  a  transfer  of  inventory  valued  at  $463,561. We claim an
exemption  from  registration  afforded by Section 4(2) of the Securities Act of
1933,  since  the  foregoing  issuance  did  not  involve a public offering, the
recipient  took  the  warrants  for  investment  and  not  resale  and  we  took
appropriate  measures  to  restrict  transfer.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

PLAN OF OPERATIONS

We  have  been able to pay our expenses and costs through profitable operations.
However,  we  may  need to raise additional funds through the sale of our common
stock  or  borrowing in order to maintain existing operations, accelerate growth
and  maintain  a competitive edge against our competitors by increasing research
and  development, 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

                                      -20-
<PAGE>

necessary,  we may be required to raise additional capital in the future through
one  or  more  of  the  following:  (1)  sale  of equity or debt securities; (2)
obtaining  new  loans;  or  (3) sale of assets, products or marketing rights. We
provide  no  assurance  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.

We  currently  have  plans  to sell our Palmetto, Florida office building during
Fiscal 2006, at which time we anticipate  renting  office  space  in  or  around
Palmetto, Florida.


COMPARISON OF OPERATING RESULTS

FISCAL YEAR ENDED DECEMBER 31, 2005 COMPARED TO THE FISCAL YEAR ENDED DECEMBER
31, 2004

We  had  sales  of  $2,607,616 for the year ended December 31, 2005, compared to
sales  of  $1,521,903 for the year ended December 31, 2004, which represented an
increase  in sales of $1,085,713 or 71.3% from the prior period. The increase in
sales was due to increased focus on our core business, i.e. supplying the United
States government, which was facilitated by the sale and closure of three of our
previous  divisions,  as  explained  above.

Revenues  were  offset  by  cost  of goods sold of $2,278,032 for the year ended
December  31,  2005,  compared  to cost of goods sold of $1,005,076 for the year
ended  December 31, 2004, which represented an increase in cost of goods sold of
$1,272,956  or  126.7%  from  the  prior  period.  Additionally,  we had freight
expenses  of  $31,079  for the year ended December 31, 2005, compared to freight
expenses  of $28,154 for the year ended December 31, 2004, an increase of $2,925
or 10.4% from the prior period. The increase in costs of goods sold was directly
attributable  to  the  increases  in  our  sales, which caused us to expend more
resources  on labor to fulfill the larger number of orders. The freight expenses
increased  in  direct  correlation  with  the  increased  sales.

During  the  year  ended  December  31,  2005, we disposed of $46,450 of damaged
inventory,  $59,429  of obsolete inventory and $186,947 of inventory which could
not be sold due to new lead free requirements from our inventory. The results of
this  removal  is  included  in  costs  of  sales.

We  had  a  gain  on  the  disposition  of assets of $103,028 for the year ended
December  31, 2005, compared to gain on disposition of assets of $30,203 for the
year ended December 31, 2004, which represented an increase of $72,825 or 241.1%
from  the  prior  period.  We sold units A and C of our Palmetto, Florida office
building during the year ended December 31, 2005, and paid in full our remaining
mortgage  on  unit  B. The $103,028 of gain on the disposition of assets for the
year ended December 31, 2005 included a gain of $12,756 on the sale of unit C in
April 2005, a $71,134 gain on the sale of unit A in October 2005, and a net gain
of $19,138 on the sale of the Test Labs division.

Gross income from continuing operations for the year ended December 31, 2005 was
$401,533 compared with gross income from continuing operations of $518,876  for
the same period in 2004, a decrease of $117,343.


We  had  total  operating  expenses  of $483,115 for the year ended December 31,
2005,  compared  to  total  operating  expenses  of  $401,371 for the year ended
December  31,  2004,  which represented an increase of $81,744 or 20.4% from the

                                      -21-
<PAGE>

prior  period.  The  main  items making up operating expenses for the year ended
December  31,  2005,  included  salaries  and  wages of $245,827, which included
$49,637.26  paid  to  our  Chief Executive Officer and Director, Hasit Vibhakar,
outside services of $70,059, payroll and taxes and employee benefits of $31,278,
professional  fees of $24,744, depreciation and amortization of $22,416 and auto
expense  of  $20,583,  which  was  related  to travel and rental car expenses in
connection  with the marketing and solicitation of new customers during the year
ended  December  31,  2005. The main reasons for the increase in total operating
expenses  were  a  $49,006  increase  in  outside services, a $9,026 increase in
depreciation  and  amortization, an $8,289 increase in taxes and licenses, and a
$15,715  increase  in  auto  expense.

The  main  factors  leading  to  this increase in salaries and wages were due to
increases  in  sales  staff to assist with our sales growth and increases in our
warehouse/shipping/receiving  staff  to  handle our increased sales for the year
ended  December  31,  2005.  The  increase  in outside services was due to costs
associated  with professional services in connection with us filing reports with
the  SEC  and include legal and accounting costs associated with the SEC comment
letters  we  have  received  in  connection  with  our  Form  10-SB.

We  had  total  other  expenses  of $4,426 for the year ended December 31, 2005,
which  included  interest  income  of $3,779, other income of $17,579, offset by
interest  expense  of  $25,784,  which was paid on our line of Revolving Line of
Credit  (defined  below), which was repaid during the fiscal year ended December
31,  2005,  interest  paid  on  our credit card balances, and mortgage interest;
compared  to  total  other  expenses  of $15,823 for the year ended December 31,
2004,  which  included  interest  income of $599, which was offset by $16,422 of
interest  expense.

We  had  $67,319  of  income  from  discontinued  operations  for the year ended
December 31, 2005, which included $41,864 of income from discontinued operations
and  $25,455  of  income  from  disposal of discontinued operations; compared to
$23,277  of  income from discontinued operations for the year ended December 31,
2004,  which included $23,277 of income from discontinued operations and $-0- of
income  from  disposal of discontinued operations. These discontinued operations
include  our  Test Labs division which was sold for an aggregate of $65,000, and
the  discontinuation  of  our  Telesis  RF division during the fiscal year ended
December  31,  2005.

We  had  benefit  of income tax of $41,300 for the year ended December 31, 2005,
compared  to income tax expense of $49,100 for the year ended December 31, 2004.
The change from an income tax expense to an income tax gain was due to the  tax
effect  of  the  assets  sold  during  the  year ended December 31, 2005, which
resulted  in  a  tax  reversal  due  to  the fact that such assets had not been
amortized up until the point they were sold during 2005.


LIQUIDITY AND CAPITAL RESOURCES

We  had total assets of $1,684,822 as of December 31, 2005, which included total
current  assets  of  $1,251,486;  total  property and equipment of $409,280; and
total  other  assets  of  $24,056.

Total  current  assets  of  $1,684,822  included  cash  and  cash equivalents of
$280,809,  accounts  receivable  of  $117,292, notes receivable of $5,253, which
represented  an  employee  advance, which was subsequently repaid to the Company
during  the first quarter of 2006, inventories of $836,434 and income tax refund
receivable  of  $11,698.

                                      -22-
<PAGE>

Total property and equipment of $409,280, which included property and equipment,
(net  of  accumulated  depreciation  of $16,810) of $296,303 and construction in
progress  of  $112,977.

Total  other  assets  of  $24,056  included  notes  receivable,  net  of current
maturities  of  $23,906,  representing  the  amount  remaining from the Celerity
promissory  note  in  connection  with  the  sale  of the Test Labs division and
deposits  of $150. The Test Lab Note bears interest at the rate of seven percent
(7%)  per  year  and  is  payable  in  sixty  (60) equal monthly installments of
$594.04,  commencing  on  November  21,  2005  and  ending  October  21,   2010.
The Test Lab Note had a balance of approximately $28,000 as of March 3, 2006.

We had net working capital of $1,034,768 as of December 31, 2005.

We  had  total  liabilities  of $278,767 as of December 31, 2005, which included
total current liabilities of $216,718 and total long term liabilities of $57,200
and  deferred  income  taxes  of  $4,849.

Total  current liabilities of $216,718 included accounts payable of $203,518 and
current  maturities  of  long  term  debt  of  $13,200.

Total  long  term  liabilities  of  $57,200  included  mortgages payable, net of
current  maturities.

Our Chief Executive Officer and President, Hasit Vibhakar, has signed a personal
guarantee of our mortgage debt, which includes $70,400 owing under a mortgage in
the  original  amount of $88,000 on our property at One Telesis Drive, Superior,
Nebraska,  68978,  which  includes  our  newly  constructed  20,000  square foot
distribution  facility.  The  note  on  our  warehouse facility is due in twenty
monthly  payments  of  $4,400,  with  the  last payment due on October 31, 2009.
Additionally,  during the year ended December 31, 2005, we sold units A and C of
our Palmetto, Florida warehouse, and paid in full our remaining mortgage on unit
B  of  such  office  building.

We  had net cash provided by operating activities of $157,689 for the year ended
December  31,  2005,  which  was  mainly  attributable  to  accounts  payable of
$148,809, inventories of $129,662 and accounts receivable of $101,787, offset by
gain  on  sale  of  equipment  of  ($103,028)  and  net  loss  of  ($86,008).

We  had  net  cash  used  in investing activities of $232,044 for the year ended
December 31, 2005, which was attributable to $360,000 from the proceeds from the
sale  of  property  and  equipment, relating to our sale of units A and C of our
Palmetto, Florida warehouse, and $260 in additional security deposits, which was
offset  by  $15,239  of  expenditures for property and equipment and $112,977 of
payments  on  construction  in  progress.

We  had net cash provided by financing activities of $326,639 for the year ended
December  31,  2005,  which included $30,000 funds advanced on notes receivable,
$265,451  of  principal  payments on long-term debt, $32,029 in principal repaid
toward  the  Revolving Line of Credit, described below, which was offset by $841
of  principal  payments  received.   The  $30,000  of  funds  advanced  on notes
receivable represented the promissory note received in connection with the  sale
of our Test Labs division in October 2005.

                                      -23-
<PAGE>

On December 15, 2005 we paid and satisfied in full a revolving line of credit or
promissory  note  (the "Revolving Line of Credit") that was originally signed on
November  20,  2003  with  Republic  Bank  ("Republic"),  thus  terminating  the
agreement  with  Republic.  The  Revolving  Line  of Credit had no expiration or
maturity  date. The amount we were able to borrow under the Line of Credit was $
50,000.  We  did  not  incur  any  prepayment  penalties  with this transaction.

We   sold   our  Commercial  Products  Division  in   January  2005,  for  total
consideration  of  $330,000,  which  included  cash of $165,000 and a promissory
note,  due  on January 13, 2011 of $165,000. The Note bears interest at the rate
of  eight  percent  (8%)  per  year  and  is payable in sixty (60) equal monthly
installments of $3,345.61, commencing on February 13, 2006 and ending on January
13,  2011.  As  of  March 31, 2006, approximately $160,000 remains to be paid
under the  Note.


Since  inception, we have financed our operations primarily from our founder and
Chief  Executive  Officer,  Hasit  Vibhakar  and his initial and ongoing capital
investments  in  the  company and internally generated funds. As of December 31,
2005,  shareholders  equity  was  reported  at  $1,406,055.

We  have  been able to pay our expenses and costs through profitable operations.
However,  we  may  need to raise additional funds through the sale of our common
stock  or  borrowing in order to maintain existing operations, accelerate growth
and  maintain  a competitive edge against our competitors by increasing research
and  development, 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)  sale  of equity or debt securities; (2)
obtaining  new  loans;  or  (3) sale of assets, products or marketing rights. We
provide  no  assurance  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:

                                      -24-
<PAGE>

-      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
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);

                                      -25-
<PAGE>

     -    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.

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

                                      -26-
<PAGE>

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 on Form 10-KSB, 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
United  States Government during the fiscal year ended December 31, 2005 totaled
approximately  78.9%,  accounting for $2,097,900 of our revenues in fiscal 2005.
Additionally,  we  expect  this  percentage to increase in fiscal 2006, with the
discontinuation  of  our Commercial Products Division. 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. There is a significant risk that sales from the
Commercial  Products  Division  (CPD)  may not repeat and that this will cause a
substantial  decrease  in our results of operations, which could cause the value
of  our  securities  to  decline  precipitously.

WE  RELY  HEAVILY  ON  HASIT  VIBHAKAR,  CHIEF  EXECUTIVE OFFICER, PRESIDENT AND
DIRECTOR, AND IF HE WERE TO LEAVE, WE COULD FACE SUBSTANTIAL COSTS IN SECURING A
SIMILARLY  QUALIFIED  OFFICER  AND  DIRECTOR.

Our  success  depends upon the personal efforts and abilities of Hasit Vibhakar,
our  Chief Executive Officer, President and Director. Our ability to operate our
business  activities  is  heavily  dependent  on  the  continued  service of Mr.
Vibhakar.  We  face  continued  competition  for Mr. Vibhakar. We do not have an
employment  contract  with  Mr.  Vibhakar  and do not currently have any key man
insurance  on Mr. Vibhakar. Mr. Vibhakar is our driving force and is responsible
for  maintaining  our relationships and operations. We cannot be certain that we
will  be  able  to  retain  Mr.  Vibhakar  in the future and/or that he will not
terminate his employment with us. The loss of Mr. Vibhakar could have a material
adverse  effect  on  our  business  and  operations.

                                      -27-
<PAGE>

THE MAJORITY OF OUR SALES ARE TO THE UNITED STATES GOVERNMENT, AND IF THE UNITED
STATES  GOVERNMENT  WERE  TO  STOP  PURCHASING  OUR  PRODUCTS,  IT  COULD HAVE A
MATERIALLY  ADVERSE EFFECT ON OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

During  our  fiscal year ended December 31, 2005, approximately 79% of our sales
were  to the United States government, with our major customer being the Defense
Department  of the United States government. If the United States government was
to  stop  purchasing our products, we would likely experience a large decline in
sales,  which  would  have  a  materially  adverse  effect  on  our  results  of
operations.

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.

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.

                                      -28-
<PAGE>

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.

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,  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
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.

                                      -29-
<PAGE>

OUR  FUTURE  REVENUES  ARE  INHERENTLY  UNPREDICTABLE, OUR OPERATING RESULTS ARE
LIKELY  TO  FLUCTUATE  FROM  PERIOD  TO  PERIOD.

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. These
fluctuations,  as  well as general economic and market conditions, may adversely
affect  our  future  results  of  operations.

ADDITIONAL  FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS

Our  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

                                      -30-
<PAGE>

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.

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.

                                      -31-
<PAGE>

--------------------------------------------------------------------------------
ITEM 7. FINANCIAL STATEMENTS

                          INDEX TO FINANCIAL STATEMENTS

                                                                           PAGE
                                                                           ----

Reports of Independent Certified Public Accountants                         F-1

Balance Sheet as of December 31, 2005                                       F-2

Statements of Operations for the years ended December 31, 2005 and
December 31, 2004                                                           F-3

Statements of Cash Flows for the years ended December 31, 2005 and
December 31, 2004                                                           F-5

Statements of Stockholders' Equity for the years ended
December 31, 2005 and December 31, 2004                                     F-7

Notes to Financial Statements                                               F-8



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

<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,  2005  and 2004, and the related statements of operations,
stockholders'  equity,  and cash flows for the years ended December 31, 2005 and
2004.  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,  2005 and 2004, and the results of its operations and its cash
flows  for  the  years ended December 31, 2005 and 2004. in conformity with U.S.
generally  accepted  accounting  principles.


/s/ E. Randall Gruber
---------------------------
E. Randall Gruber, CPA, PC

St. Louis, Missouri
March 26, 2005



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

                                     F-1
<PAGE>

<TABLE>
<CAPTION>

TELESIS TECHNOLOGY CORPORATION
BALANCE SHEETS

ASSETS                                                        December 31,
------                                                       -------------
                                                          2005          2004
                                                      -------------  ----------
<S>                                                       <C>            <C>
CURRENT ASSETS
Cash and cash equivalents                             $     280,809  $   69,551
Accounts receivable                                         117,292     219,079
Notes receivable                                              5,253         ---
Inventories                                                 836,434     502,535
Income tax refund receivable                                 11,698         ---
                                                      -------------  ----------

      TOTAL CURRENT ASSETS                                1,251,486     791,165
Property and equipment (at cost), net of accumulated
  depreciation of $16.810 and $12,811 respectively          296,303     599,998
Construction in progress                                    112,977         ---
                                                      -------------  ----------

      TOTAL PROPERTY AND EQUIPMENT                          409,280     599,998
OTHER ASSETS
Notes receivable, net of current maturities                  23,906         ---
Deposits                                                        150         410
                                                      -------------  ----------

     TOTAL OTHER ASSETS                                      24,056         410
                                                      -------------  ----------

     TOTAL ASSETS                                         1,684,822   1,391,573
                                                      =============  ==========

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

CURRENT LIABILITIES
Notes payable                                                   ---      32,029
Accounts payable                                            203,518      54,710
Accrued income taxes                                            ---      13,635
Current maturities of long-term debt                         13,200      20,070
                                                      -------------  ----------

      TOTAL CURRENT LIABILITIES                             216,718     120,444

LONG-TERM DEBT
Mortgages payable, net of current maturities                 57,200     315,781
                                                      -------------  ----------

Deferred income taxes                                         4,849      35,465
                                                      -------------  ----------

     TOTAL LIABILITIES                                      278,767     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 19,367,500 (2005) and
  13,367,500 (2004) issued and outstanding                   19,368      13,368
Additional paid-in capital                                1,288,217     830,656
Retained earnings                                            98,470      75,859
                                                      -------------  ----------
     TOTAL STOCKHOLDERS' EQUITY                           1,406,055     919,883
                                                      -------------  ----------
</TABLE>

                 See accompanying notes to financial statements
                                     F-2
<PAGE>

<TABLE>
<CAPTION>

TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
                                                                  For the
                                                                Years ended
                                                                December 31,
                                                                ------------
                                                              2005         2004
                                                           -----------  -----------
<S>                                                            <C>          <C>
REVENUES
     Sales from continuing operations                      $2,607,616   $1,521,903

COST OF SALES
     Cost of goods sold                                     2,278,032    1,005,076
     Freight                                                   31,079       28,154
                                                           -----------  -----------

          Total cost of sales from continuing operations    2,309,111    1,033,230
                                                           -----------  -----------

          Gross profit from continuing operations             298,505      488,673

OTHER OPERATING INCOME
     Gain on disposition of assets                            103,028       30,203
                                                           -----------  -----------

          Gross income from continuing operations             401,533      518,876

OPERATING EXPENSES
     Salaries and wages                                       245,827      238,536
     Professional fees                                         24,744       27,541
     Outside services                                          70,059       21,006
     Payroll taxes and employee benefits                       31,278       25,184
     Operating supplies                                         5,599       14,913
     Utilities and telephone                                   16,514       14,241
     Depreciation and amortization                             22,416       13,390
     Office supplies                                            8,067        7,153
     Taxes and licenses                                        16,623        8,334
     Repairs and maintenance                                    2,612        7,793
     Advertising and promotion                                  5,222        5,565
     Auto expense                                              20,583        4,868
     Insurance                                                  4,324        3,199
     Travel                                                       941        5,387
     Dues and subscriptions                                     4,906        1,885
     Other operating expenses                                   3,400        2,376
                                                           -----------  -----------

          TOTAL OPERATING EXPENSES FROM CONTINUING
              OPERATIONS                                      483,115      401,371
                                                           -----------  -----------

                                                              (81,582)     117,505

OTHER INCOME (EXPENSES)
     Interest income                                       $    3,779   $      599
     Other income                                              17,579
     Interest expense                                         (25,784)     (16,422)
                                                           -----------  -----------

          Net other expense from continuing operations         (4,426)     (15,823)
                                                           -----------  -----------

 INCOME (LOSS)  FROM CONTINUING  OPERATIONS                   (86,008)     101,682

Discontinued operations
   Income from discontinued operations                         41,864       23,277
   Income from disposal of discontinued operations             25,455          ---
                                                           -----------  -----------

          Income from discontinued operations                  67,319       23,277
                                                           -----------  -----------
</TABLE>

                 See accompanying notes to financial statements
                                     F-3
<PAGE>

<TABLE>
<CAPTION>

TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS

<S>                                                   <C>           <C>
        INCOME BEFORE INCOME TAXES                  (18,689)      124,959

INCOME TAXES                                        (41,300)       49,100
                                                ------------  -----------

            NET INCOME                          $    22,611   $    75,859
                                                ============  ===========


Weighted average number of common shares
  outstanding - basic and fully diluted          19,367,500    12,967,603
                                                ============  ===========

Net income per share - basic and fully diluted  $      0.00   $      0.01
                                                ============  ===========
</TABLE>

                 See accompanying notes to financial statements
                                     F-4
<PAGE>

<TABLE>
<CAPTION>

TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS

                                                         For the
                                                       Years ended
                                                       December 31,
                                                       ------------
                                                     2005        2004
                                                  ----------  ----------
<S>                                                  <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES FROM
  CONTINUING OPERATIONS:
NET INCOME (LOSS) FROM CONTINUING OPERATIONS      $ (86,008)  $  52,582
ADJUSTMENTS TO RECONCILE NET INCOME FROM
  CONTINUING OPERATIONS TO NET CASH PROVIDED BY
  OPERATING ACTIVITIES
    Depreciation and amortization                    22,416      13,390
    Gain on sale of property and equipment         (103,028)    (30,203)
    Deferred income taxes                           (30,616)     35,465
CHANGES IN ASSETS AND LIABILITIES
    Accounts receivable                             101,787     (57,770)
    Prepaid expenses                                    ---       5,000
    Inventories                                     129,662      49,714
    Income tax refunds receivable                   (11,698)        ---
    Accounts payable                                148,809     (35,465)
    Accrued income taxes                            (13,635)     13,635
                                                  ----------  ----------

NET CASH PROVIDED BY OPERATING ACTIVITIES
   FROM CONTINUING OPERATIONS                       157,689      46,348

INVESTING ACTIVITIES FROM CONTINUING OPERATIONS
    Expenditures for property and equipment         (15,239)   (569,780)
    Payments on construction in progress           (112,977)        ---
    Expenditures for software                           ---      (9,901)
    Proceeds from sale of property and equipment    360,000     127,313
    Repayment of shareholder loans                      ---       1,770
    Additional security deposits                        260        (150)
                                                  ----------  ----------

NET CASH USED IN INVESTING ACTIVITIES
   FROM CONTINUING OPERATIONS                       232,044    (450,748)

FINANCING ACTIVITIES FROM CONTINUING OPERATIONS
    Funds advanced on notes receivable              (30,000)        ---
    Principal payments received                         841         ---
    Proceeds from issuance of long-term debt            ---     338,500
    Principal payments on long-term debt           (265,451)    (71,184)
    Principal repaid toward line of credit          (32,029)        ---
    Principal advances from line of credit              ---      32,029
    Additional investment by shareholders               ---      83,822
                                                  ----------  ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES
   FROM CONTINUING OPERATIONS                      (326,639)    383,167

NET INCREASE IN CASH AND CASH EQUIVALENTS            63,094     (21,233)

NET CASH PROVIDED BY DISCONTINUED OPERATIONS        148,164      23,277

Cash and cash equivalents, beginning                 69,551      67,507
                                                  ----------  ----------

CASH AND CASH EQUIVALENTS, END                    $ 280,809   $  69,551
                                                  ==========  ==========
</TABLE>

                 See accompanying notes to financial statements
                                     F-5
<PAGE>

<TABLE>
<CAPTION>

TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
                                                          For the
                                                        Years ended
                                                        December 31,
                                                        ------------
                                                       2005     2004
                                                      -------  -------
<S>                                                    <C>      <C>
Supplemental disclosures:
    Interest paid                                     $25,784  $16,422
                                                      =======  =======
    Income taxes paid                                 $13,635  $   ---
                                                      =======  =======

     Non-cash  investing  and  financing  transactions  - During the years ended
     December  31,  2005  and  2004, the Company's major shareholder transferred
     inventory  items  to  the  Company. The inventory was valued at replacement
     cost  in  the amounts of $463,561 and $416,782 respectively The stockholder
     was credited with additional paid-in capital in the amounts of $463,561 and
     $416,782,  respectively.

</TABLE>

                 See accompanying notes to financial statements
                                     F-6
<PAGE>

<TABLE>
<CAPTION>

TELESIS TECHNOLOGY CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2005,AND 2004

                                                                                     Retained
                                                                         Capital     Earnings /
                                                     Common Stock      In Excess of Accumulated
                                                   Shares      Amount   Par Value     Deficit     Totals
                                                 -----------  --------  ----------   ---------  -----------
<S>                                                 <C>          <C>       <C>          <C>         <C>
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

Inventory items transferred by major share-
  holder in exchange for 6,000,000 shares of
  restricted stock                                6,000,000     6,000      457,561                463,561

Net income                                                                            22,611       22,611
                                                 -----------  --------  ----------   ---------  -----------

Balance, December 31, 2005                       19,367,500   $19,368   $1,288,217  $ 98,470   $1,406,055
                                                 ===========  ========  ==========   =========  ===========
</TABLE>

                 See accompanying notes to financial statements

                                     F-7
<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. During 2005, the Company had four operating divisions - Governmental
and Commercial Products Division (CPD) Telesis Aerospace; Telesis Test Labs and
Telesis RF. During the year ended December 31, 2005, the Company disposed of the
Commercial Products Division and the Telesis Test Labs Division.

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 79% of
Company sales for the year ended December 31, 2005. No provision for
uncollectible accounts has been established at December 31, 2005.

                                     F-8
<PAGE>

TELESIS TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS

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

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, 2005 are as listed
below.

Governmental Products Division          79.00%
Commercial Products Division            19.00%
Other - Testing                          2.00%
                                       -------

                                       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.

                                     F-9
<PAGE>

TELESIS TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS

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.

During the year-end physical inventory observation, management removed $46,450
of damaged inventory, and $59,429 of obsolete inventory and $186,947 of
inventory unsalable due to new lead free requirements from inventory. The
results of this removal is included in costs of sales.


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

Property and equipment consist of the following at December 31, 2005:

Land                                  $     90,000
Building                                   190,918
Furniture, fixtures and equipment           32,195
                                      ------------
                                           313,113
Less - Accumulated depreciation            (16,810)
                                      ------------
                                      $    296,303
                                      ============

Depreciation expense totaled $22,4161 for the year ended December 31, 2005.

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 $463,561. The stockholder was
credited with 6,000,000 shares of restrcted common stock 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 line of credit does not have an expiration date.
The line of credit was paid in full at December 31, 2005. date.

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

Long-term debt consists of the following at December 31, 2005:

                                      F-10
<PAGE>

TELESIS TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS

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.                              $     70,400
                                                                 ------------

Total long-term debt                                                   70,400

Less - Current maturities                                             (13,200)
                                                                 ------------

Long-term debt, net of current maturities                        $     57,200
                                                                 ============

The maturities of long-term debt are as follows:
                                                         2006    $     13,200
                                                         2007          13,200
                                                         2008          13,200
                                                         2009          30,800
                                                                 ------------

                                                                 $     70,400
                                                                 ============

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, 2005 the Company had issued 18,225,000 shares of common stock to
the initial shareholders. The initial shareholders have entered into an
agreement with the Company that the 18,225,000 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, 2005

Product sales to the Unites States government        $     2,097,900
Product sales to commercial entities                         509,602
Testing service and other                                     51,173
                                                     ---------------

                                                           2,658,675
                                                     ===============

                                      F-11
<PAGE>

TELESIS TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS

NOTE J - INCOME TAX EXPENSE (BENEFIT)
-------------------------------------

Income tax expense consists of the following for the year ended December 31,
2005:

                      Current               $     (11,698)
                      Deferred                    (29,602)
                                            --------------

                                            $     (41,300)
                                            ==============

A reconciliation of the income tax provision to the effective tax rate is as
follows:

Income tax at federal rate            $     (6,354)          34.00%
State tax, net of federal effect              (606)           3.24%
Permanent differences                          112           -0.60%
Temporary differences                      (29,602)         158.00%
Net operating loss deduction                (4,850)          26.00%
                                      -------------         -------
                                            41,300          220.64%
                                      =============         =======

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, 2005.

NOTE L - 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 M - SALE OF LONG-LIVED ASSETS

During the year ended December 31, 2005, the Company sold two warehouse
buildings for a total of $360,000. In addition, the Company sold its Test Lab
division for a total of $65,000. The resulting gains upon the sale of the
warehouse buildings and the Test lab division in the amount of $128,483 is
included in gross income from operations on the Statement of Operations.

NOTE N - DISCONTINUED OPERATIONS

The Company's management determined that they would discontinue the Test Lab
Division, and as discussed in Note M, sold the Division in 2005. Therefore, all
operations of this business classified as "discontinued operations" in the
accompanying financial statements.

                                      F-12
<PAGE>

TELESIS TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS

NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation No 46, "Consolidation of
Variable Interest Entities" (an interpretation of Accounting Research Bulletin
(ARB) No. 51, Consolidation Financial State- ments). Interpretation 46 addresses
consolidation by business enterprises of entities to which the usual condition
of consolidation described in ARB-5 does not apply. The Interpretation changes
the criteria by which one company includes another entity in its consolidated
financial statements. The general requirement to consolidate under ARB-51 is
based on the presumption that an enter- prise's financial statement should
include all of the entities in which it has a controlling financial interest
(i.e., majority voting interest). Interpretation 46 requires a variable interest
entity to receive a majority of the entity's residual returns or both. A company
that consolidated a variable interest entity is called the primary beneficiary
of that entity. In December 2003, the FASB concluded to revise certain elements
of FIN 46, primarily to clarify the required accounting for interests in
variable interest entities. FIN-46R replaces FIN-46. that was issued in January,
2003. FIN-46R exempts certain entities from its requirements and provides for
special effective dates for entities that have fully or partially applied FIN-46
as of December 24, 2003. In certain situations, entities have the option of
applying or continuing to apply FIN-46 for a short period of time before
applying IN-46R. In general, for all entities that were previously considered
special purpose entities, FIN 46 should be applied for registrants who file
under Regulation SX in periods ending after March 31, 2004, and for registrants
who file under Regulation SB, in periods ending after December 15, 2004. The
Company does not expect the adoption to have a material impact on the Company's
financial position or results of operations.

During April 2003, the FASB issued SFAS 149 - "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities", effective for contracts entered
into or modified after September 30, 2003, except as stated below and for
hedging relationships designated after September 30, 2003. In addition, except
as stated below, all provisions of this Statement should be applied
prospectively. The provisions of this Statement that relate to Statement 133
Implement- ation Issues that have been effective for fiscal quarters that began
prior to June 15, 2003, should continue to be applied in accordance with their
respective effective dates. In addition, paragraphs 7(a) and 23(a), which relate
to forward purchases or sales of when-issued securities or other securities that
do not yet exist, should be applied to both existing contracts and new contracts
entered into after September 30, 2003. The adoption of this statement had no
impact on the Company's financial statements.

During May 2003, the FASB issued SFAS 150 - "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity", effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective for public entities at the beginning of the first interim period
beginning after June 15, 2003. This Statement establishes standards for how an
issuer classifies and measures certain financial instrument with characteristics
of both liabilities and equity. It requires that an issuer classify a
freestanding financial instrument that is within its scope as a liability (or an
asset in some circumstances). Many of those instruments were previously
classified as equity. Some of the provisions of this Statement are consistent
with the current definition of liabilities in FASB Concepts Statement No. 6,
Element of Financial Statements. The adoption of this statement had no impact on
the Company's financial statements.

In December 2003, the FASB issued a revised SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits" which replaces the
previously issued Statement. The revised Statement increases the existing
disclosures for defined benefit pension plans and other defined benefit
postretirement plans. However, it does not change the measurement or recognition
of those plans as required under SFAS No. 88, "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits," and SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." Specifically, the revised
Statement requires companies to provide additional disclosures about pension
plan assets, benefit obligations, cash flows, and benefit costs of defined

                                      F-13
<PAGE>

TELESIS TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS

benefit pension plans and other defined benefit postretirement plans. Also,
companies are required to provide a breakdown of plan assets by category, such
as debt, equity and real estate, and to provide certain expected rates of return
and target allocation percentages for these asset categories. The Company has
implemented this pronouncement and has concluded that the adoption has no
material impact to the financial statements.

In December, 2003, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin ("SAB") No. 104, "Revenue Recognition." SAB 104 supersedes
SAB 11, "Revenue Recognition in Financial Statements." SAB 104's primary purpose
is to rescind accounting guidance contained in SAB 101 related to multiple
element revenue arrangements, superseded as a result of the issuance of EITF
00-21, "Accounting for Revenue Arrangements with Multiple Deliverables."
Additionally, SAB 104 rescinds the SEC's Revenue Recognition in Financial
Statements Frequently Asked Questions and Answers (the FAQ) issued with SAB 101
that had been codified in SEC Topic, 13, Revenue Recognition. Selected portions
of the FAQ have been incorporated into SAB 104. While the wording of SAB 104 has
changed to reflect the issuance of EITF 00-21, the revenue recognition
principles of SAB 101 remain largely unchanged by the issuance of SAB 104, which
was effective upon issuance. The adoption of SAB 104 did not impact the
financial statements.

In March, 2004, the FASB approved the consensus reached on the Emerging Issues
Task Forces (ETIF) Issue No. 03-1, "The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments." The objective of this
Issue is to provide guidance for identifying impaired investments. EITF 03-1
also provides new disclosure requirements for investments for investments are
deemed to be temporarily impaired. In September 204, the FASB issued a FASB
Staff Position (FSP) EITF 03-1-1 that delays the effective date of the
measurement and recognition are effective only for annual periods ending after
June15,2004. The Company has evaluated the impact of the adoption of the
disclosure requirements of EITF 03-1 and does not believe it will have an impact
to the Company's overall combined results of operations or combined financial
position. Once the FASB reaches a final decision on the measurement and
recognition provisions, the Company will evaluate the impact of the adoption of
EITF 03-1.

In November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment of
ARB No. 43, Chapter 4 ("SFAS No. 151". The amendments made by SFAS 151 clarify
that abnormal amount of idle facility expense, freight, handling costs, and
wasted materials (spoilage) should be recognized as current-period charges and
require the allocation of fixed production overheads to inventory based on the
normal capacity of the production facilities. The guidance is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005.
Earlier application is permitted for inventory costs incurred during fiscal
years beginning after November 23, 2004. The Company has evaluated the impact of
the adoption of SFAS 151, and does not believe the impact will be significant to
the Company's overall results of operations or financial position.

In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
152") SFAS 152 amends SFAS No. 66, "Accounting for Sales of Real Estate", to
reference the financial accounting and reporting guidance for real estate
time-sharing transactions that is provided in AICPA Statement of Position (SOP)
04-2, "Accounting for Real Estate Time-Sharing Transactions". SFAS 152 also
amends SFAS No. 67, "Accounting for Costs and Initial Rental Operations of Real
Estate Projects", to state that the guidance for (a) incidental operations and
(b) costs incurred to sell real estate projects does not apply to real estate
time-sharing transactions. The accounting for those operations and costs is
subject to the guidance in SOP04-2. SFAS 152 is effective for financial
statements for fiscal years beginning after June 15, 2005, with earlier
applications encouraged. The Company has evaluated the impact of the adoption of
SFAS 152, and does not believe the impact will be significant to the Company's
overall results of operations or financial position.

                                      F-14
<PAGE>

TELESIS TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Asset,
an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions."
The amendments made by SFAS 153 are based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. Further, the amendments eliminate the narrow exception for
nonmonetary exchanges of similar productive assets and replace it with a broader
exception for exchanges of nonmonetary assets that do not have commercial
substance. Previously, Opinion 29 required that the accounting for an exchange
of a productive asset for a similar productive asset or an equivalent interest
in the same or similar productive asset should be based on the recorded amount
of the asset relinquished. Opinion 29 provided an exception to its basis
measurement principle (fair value) for exchanges of similar productive assets.
That exception required that some nonmonetary exchanges, although commercially
substantive, to be recorded on a carryover basis. By focusing the exception on
exchanges that lack commercial substance, the FASB believes SFAS No. 153 is
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. Earlier application is permitted for nonmonetary asset
exchanges occurring in fiscal periods beginning after the date of issuance. The
provisions of SFAS No. 153 shall be applied prospectively. The Company has
evaluated the impact of the adoption of SFAS 153, and does not believe the
impact will be significant to the Company's overall results of operations or
financial position.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R"). SFAS 123R will provide investors and other users of
financial statements with more compete and neutral financial information by
requiring that the compensation costs relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued SFAS 123R
covers a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation
rights and employee share purchase plans. SFAS 123R replaces SFAS No. 123,
"Accounting for Stock-Based Compensation", and supercedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees". SFAS 123, as originally issued in
1995, established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees. However, that statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would
have been had the preferable fair-value based method been used. Public entities
(other than those filing as small business issuers) will be required to apply
SFAS 123R as of the first interim or annual reporting period that begins after
June 15, 2005. The Company has evaluated the impact of the adoption of SFAS 123R
and does not believe the impact will be significant to the Company's overall
results of operations or financial position.

                                      F-15
<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 Report on Form 10-KSB (the "Evaluation 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 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 are currently in the process of
     restating  our  financial statements and financial information for the year
     ended  December 31, 2004, by way of an 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, compared to our
     initial  Form  10-KSB  filing  for  the  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.


--------------------------------------------------------------------------------
                                      -32-
<PAGE>

                                    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, 2005. Our board of directors is comprised of only
one  class.  All  of  our  directors will serve until the next annual meeting of
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.

NAME                      AGE          POSITION

Mr. Hasit Vibhakar        33           Chairman, CEO, President, Director

Ms. Shefali Vibhakar      31           Chief Financial Officer, Chief
                                       Accounting Officer, Controller,
                                       Secretary, Treasurer and 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 has
served  as  our  CEO, President and Chairman since June 2002. From approximately
April  1999  until  June  2002,  he  served  as  director  of  sales  for Harris

Corporation  (NYSE:HRS). 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. Vibhakar holds a BA degree from Macalester
College,  St.  Paul,  MN.

SHEFALI VIBHAKAR
CHIEF FINANCIAL OFFICER, CHIEF ACCOUNTING OFFICER, CONTROLLER, SECRETARY,
TREASURER AND DIRECTOR

Ms.  Shefali  Vibhakar  is  responsible for the management of corporate finance,
accounting  including  the accounts receivable and accounts payable programs and
general  corporate  administration  of  the Company. She has served as our Chief
Accounting  Officer  and  Director  since August 2005.    From   August 2003  to
August 2005,  she  served  as  our  Controller.    From   November  2003,  until
January 2004, she served as a bank teller at Republic Bank in Ellenton, Florida.
From  September  2000  until  September  2001,  she  was  employed  as a quality
assurance  software  engineer at ADC, in Tampa, Florida. From January 2000 until
July  2000, she was employed as a quality assurance software engineer for Brooks
Semiconductor in Boston, Massachusetts. Shefali Vibhakar 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  financial  positions  with  software,  semiconductor   and  fiber  optic
technology  companies.  As  the  Chief  Financial   Officer  (CFO),  Controller,
Secretary,  Treasurer  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,  Massachusetts.

Shefali and Hasit Vibhakar, our sole officers and Directors, are husband and
wife.
                                      -33-
<PAGE>

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  2005  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,
2005  we  did  not  have  any  equity  compensation  plans.

                           SUMMARY COMPENSATION TABLE
                           --------------------------
NAME                  YEAR    SALARY        BONUS   RESTRICTED      ALL OTHER
                                                    STOCK AWARDS   COMPENSATION*

Mr. Hasit Vibhakar    2005    $ 49,637.26   $ 0.00       --            $ 0.00
                      2004    $  9,488.23   $ 0.00       --            $ 0.00
                      2003    $      0.00   $ 0.00    12,000,000       $ 0.00
                                                        Shares



*  Does not include perquisites and other personal benefits in amounts less than
10%  of the total annual salary and other compensation. Mr. Vibhakar received no
LTIP  payouts  or bonuses during the years ended 2003, 2004, 2005, and no salary
is  being  accrued  for  Mr.  Vibhakar.

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 March 31, 2006 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,  2005;  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


            (1) NAME

             Hasit Vibhakar                    18,000,000          92.9%
             Chief Executive Officer,
             President and Director

             Shefali Vibhakar (4)              18,000,000          92.9%
             Chief Financial Officer,
             Chief Accounting Officer,
             Secretary, Treasurer and Director

             ALL OF THE OFFICERS AND
             DIRECTORS AS A GROUP              18,000,000          92.9%
                 (2 PERSONS)

          (1)  The Company's  address  is  1611  12th  Street  East,  Unit  B,
               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  19,367,500  shares  of  the  Company's  common  stock
               outstanding  as  of  March  31,  2006.

          (4)  Mrs. Vibhakar  is deemed to beneficially own the same 18,000,000
               shares of Common  Stock held by her husband, our Chief Executive
               Officer, President  and  Director,  Hasit Vibhakar.

                                      -34-
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Company's  majority  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  majority  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 audited financial statements for the years ended December 31, 2005 and 2004,
attached  hereto.

AUDIT COMMITTEE FINANCIAL EXPERT

Since  we are classified as a Small Business, we are exempted for the time being
from  the  requirements  to  establish  an  audit committee and to have an audit
committee  financial  expert  to serve on such committee. We plan 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. As
of  December  31, 2005, Shefali Vibhakar and Hasit Vibhakar are required to file
Section  16(a)  filings  with  the  Commission.  As  of the date of this filing,
Shefali  Vibhakar  has  not  filed  a  Form  3 with the Commission to report her
beneficial  ownership  of  the  Company; however, she  anticipates  filing  such
Form 3 shortly after the filing of this Report on Form 10-KSB.

--------------------------------------------------------------------------------
                                      -35-
<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 as an exhibit to our Form 10-SB, which was filed with
          the  SEC  on November 1st, 2004, and incorporated herein by reference.

3.2       Bylaws  and  Certificate  of  Amendment  to  the  Certificate  of
          Incorporation,  incorporated  herein by reference, previously filed as
          an exhibit to our Form 10-SB, which was filed with the SEC on November
          1st,  2004,  and  incorporated  herein  by  reference.

10.1(1)   Promissory Note of Global Technology Components, LLC

10.2(1)   Indemnification Agreement with Global Technology    Components, LLC

10.3(1)   Guaranty Agreement with David R. Kraft & Victoria L. Kraft

10.4(1)   Security Agreement with Global Technology Components, LLC

10.5(1)   Covenant Not To Compete with Global Technology Components, LLC

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

                                      -36-
<PAGE>

* Attached hereto.

(1) Filed as exhibits to our Form 8-K filed with the Commission on January 25,
2006 and incorporated herein by reference.

(B)     Reports on Form 8-K.


We filed the following reports on Form 8-K during the quarter ended December 31,
2005:

     o    October  3,  2005  to  report  that  we  issued  a  press  release  to
          report that we received our FAA (AC-00-56A) and TAC 2000 accreditation
          and  certification;

     o    October  7,  2005  to  report  that  we  issued  a  press  release  to
          disclose that we had selected component control software applications;

     o    October 31, 2005 to report our sale of the Telesis Test Labs division;

     o    November  7,  2005  to  report  that  we  issued  a  press  release to
          report  that  we  obtained  professional legal help and that we held a
          special  meeting  of  the  audit  committee;

     o    November  7,  2005  to  report  that  we  issued  a  press  release to
          report  that  we  obtained  professional legal help and that we held a
          special  meeting  of  the  audit  committee;

     o    November  7,  2005  to  amend  our  previous  report  regarding  our
          certifications  received  and  attached  press  release;

     o    November  28,  2005  to  report  that  we  issued  a  press release to
          disclose  our  third  quarter  2005  results;

     o    December  14,  2005  to  report  that  we  received  new  orders  of
          $518,000  during  the  fourth  quarter  of  2005;  and

     o    December  29,  2005  to  report  that on December 15, 2005, we paid in
          full  a  promissory  note.

We  filed  the  following  reports  on Form 8-K, subsequent to the quarter ended
December  31,  2005:

     o    January  18,  2006  to  report  that  we  issued  a  press  release to
          announce  the  sale  of  our  Commercial  Products  Division;  and

     o    January  25,  2006  to  report  the  sale  of  our  Test  Labs  and
          Commercial  Products  Divisions  in  greater  detail.

                                      -37-
<PAGE>

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, 2005 and December
31,  2004  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,        DECEMBER 31,
                                                   2005                 2004
                                            -----------         ------------

           (i)   Audit Fees                 $ 18,000.00         $   6,900.00
           (ii)  Audit Related Fees         $  5,244.00         $   2,448.00
           (iii) Tax Fees                   $  1,500.00         $     529.00
           (iv)  All Other Fees             $      0.00         $  20,000.00
                TOTAL                       $ 24,744.00         $  29,877.00











                                      -38-
<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
Title:  Chairman, CEO, President & Director.             Dated:  April 3, 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        President, Chief Executive            April 3, 2006
-----------------------    Officer and Chairman of the Board
Hasit Vibhakar

 /s/  SHEFALI VIBHAKAR
----------------------     Chief Financial Officer,              April 3, 2006
Shefali Vibhakar           Chief Accounting Officer,
                           Treasurer, Secretary and Director

                                      -39-
<PAGE>