SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

================================================================================

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                AEROTELESIS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                      95-2554669
           --------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

     1554 Sepulveda Blvd. Suite #118
     Los Angeles, California                               90025
----------------------------------------                   -----
(Address of principal executive offices)                  (Zip Code)


                          2004 STOCK COMPENSATION PLAN
                          ----------------------------
                            (Full title of the plan)

                                Joseph Gutierrez
                         1554 Sepulveda Blvd. Suite #118
                              Los Angeles, CA 90025

                     (Name and address of agent for service)

                                 (310) 235-1727
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
   TO BE REGISTERED        REGISTERED (1)          SHARE (2)            PRICE (2)         REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>                 <C>                   <C>
Common Stock                   50,000                $4.95               $247,500              $31.36
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock plan described herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on August 30, 2004, as reported on the OTC Electronic Bulletin Board.


                                       1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents are hereby incorporated by reference into this
registration statement:


            (a) The Annual Report for the fiscal year ended March 31, 2004,
filed by the registrant with the Securities and Exchange Commission (the
"Commission") on Form 10KSB on July 14, 2004, which contains audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.

            (b) The quarterly report for the quarter ended June 30, 2004, filed
by the registrant with the Commission on Form 10QSB on August 13, 2004.

            (c) In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Claudia J. Zaman Attorney At Law has given an opinion on the validity of
the securities being registered hereunder. Ms. Zaman owns no shares of the
Company's common stock but holds options to purchase shares of the Company's
common stock and may be issued some of the shares being registered herein.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
our Certificate of Incorporation includes a provision that eliminates the
personal liability of each of our directors for monetary damages for breach of
such director's fiduciary duty as a director, except for liability: (i) for any
breach of the director's duty of loyalty to us or our stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the director derived an
improper personal benefit.


                                       2
<PAGE>

     In addition, our Certificate of Incorporation and our Bylaws provide that
we must, to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law, indemnify our directors, officers and employees, and persons
serving, at our request, in such capacities in other business enterprises
including, for example, our subsidiaries, including those circumstances in which
indemnification would otherwise be discretionary. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      5.    Opinion regarding legality
      23.1  Consent of Clyde Bailey P.C.
      23.2  Consent of Claudia J. Zaman Attorney At Law (included in Exhibit 5)
      99.1  2004 Stock Compensation Plan


ITEM 9. UNDERTAKINGS.

            (a) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement (1) to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; (2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

            (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                       3
<PAGE>

            (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Los Angeles, California, on this 31st day of August, 2004.

                                   AEROTELESIS, INC.
                                   A Delaware Corporation


                                   /S/ JOSEPH GUTIERREZ
                                   By: Joseph Gutierrez
                                   Its: President

                            SPECIAL POWER OF ATTORNEY

      The undersigned constitute and appoint Joseph Gutierrez their true and
lawful attorney-in-fact and agent with full power of substitution, for him and
in his name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form S-8 registration
statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting such
attorney-in-fact the full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may lawfully do or cause
to be done by virtue hereof.




                                       4
<PAGE>

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:


Dated:  August 25, 2004             /s/ Joseph Gutierrez
                                    Joseph Gutierrez, President and Director


Dated:  August 25, 2004             /s/ Dr. Jagan Narayanan
                                    Jagan Narayanan, Director


Dated:  August 25, 2004             /s/ Dr. Christopher Cox
                                    Christopher Cox, Director


                                       5
<PAGE>

                                INDEX TO EXHIBITS

Exhibit Number          Description

5.                      Opinion regarding legality
23.1                    Consent of Clyde Bailey P.C.
23.2                    Consent of Claudia J. Zaman Attorney At Law
                        (included in Exhibit 5)
99.1                    2004 Stock Compensation Plan




                                       6
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{"company-data": {"conformed-name": "AEROTELESIS INC", "cik": "0000017544", "assigned-sic": "8050", "irs-number": "952554669", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118778", "film-number": "041014857"}, "business-address": {"street1": "1554 S SEPULVEDA BLVD", "street2": "SUITE 118", "city": "LOS ANGELES", "state": "CA", "zip": "90025", "phone": "(310) 235-1727"}, "mail-address": {"street1": "1554 S SEPULVEDA BLVD", "street2": "SUITE 118", "city": "LOS ANGELES", "state": "CA", "zip": "90025"}, "former-company": [{"former-conformed-name": "PACIFIC REALM INC", "date-changed": "20000210"}, {"former-conformed-name": "MEDICA USA INC", "date-changed": "19840817"}, {"former-conformed-name": "CAREX INTERNATIONAL INC", "date-changed": "19801202"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

================================================================================

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                AEROTELESIS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                      95-2554669
           --------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

     1554 Sepulveda Blvd. Suite #118
     Los Angeles, California                               90025
----------------------------------------                   -----
(Address of principal executive offices)                  (Zip Code)

                          2004 STOCK COMPENSATION PLAN
                          ----------------------------
                            (Full title of the plan)

                                Joseph Gutierrez
                         1554 Sepulveda Blvd. Suite #118
                              Los Angeles, CA 90025

                     (Name and address of agent for service)

                                 (310) 235-1727
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
   TO BE REGISTERED        REGISTERED (1)          SHARE (2)            PRICE (2)         REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
Common Stock                   50,000                $4.95               $247,500              $31.36
-------------------------------------------------------------------------------------------------------------
(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock plan described herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on August 30, 2004, as reported on the OTC Electronic Bulletin Board.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents are hereby incorporated by reference into this
registration statement:

            (a) The Annual Report for the fiscal year ended March 31, 2004,
filed by the registrant with the Securities and Exchange Commission (the
"Commission") on Form 10KSB on July 14, 2004, which contains audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.

            (b) The quarterly report for the quarter ended June 30, 2004, filed
by the registrant with the Commission on Form 10QSB on August 13, 2004.

            (c) In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Claudia J. Zaman Attorney At Law has given an opinion on the validity of
the securities being registered hereunder. Ms. Zaman owns no shares of the
Company's common stock but holds options to purchase shares of the Company's
common stock and may be issued some of the shares being registered herein.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
our Certificate of Incorporation includes a provision that eliminates the
personal liability of each of our directors for monetary damages for breach of
such director's fiduciary duty as a director, except for liability: (i) for any
breach of the director's duty of loyalty to us or our stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the director derived an
improper personal benefit.

                                       2
In addition, our Certificate of Incorporation and our Bylaws provide that
we must, to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law, indemnify our directors, officers and employees, and persons
serving, at our request, in such capacities in other business enterprises
including, for example, our subsidiaries, including those circumstances in which
indemnification would otherwise be discretionary. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      5.    Opinion regarding legality
      23.1  Consent of Clyde Bailey P.C.
      23.2  Consent of Claudia J. Zaman Attorney At Law (included in Exhibit 5)
      99.1  2004 Stock Compensation Plan

ITEM 9. UNDERTAKINGS.

            (a) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement (1) to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; (2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

            (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       3
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Los Angeles, California, on this 31st day of August, 2004.

                                   AEROTELESIS, INC.
                                   A Delaware Corporation

                                   /S/ JOSEPH GUTIERREZ
                                   By: Joseph Gutierrez
                                   Its: President

                            SPECIAL POWER OF ATTORNEY

      The undersigned constitute and appoint Joseph Gutierrez their true and
lawful attorney-in-fact and agent with full power of substitution, for him and
in his name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form S-8 registration
statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting such
attorney-in-fact the full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may lawfully do or cause
to be done by virtue hereof.

                                       4
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Dated:  August 25, 2004             /s/ Joseph Gutierrez
                                    Joseph Gutierrez, President and Director

Dated:  August 25, 2004             /s/ Dr. Jagan Narayanan
                                    Jagan Narayanan, Director

Dated:  August 25, 2004             /s/ Dr. Christopher Cox
                                    Christopher Cox, Director

                                       5
INDEX TO EXHIBITS

Exhibit Number          Description

5.                      Opinion regarding legality
23.1                    Consent of Clyde Bailey P.C.
23.2                    Consent of Claudia J. Zaman Attorney At Law
                        (included in Exhibit 5)
99.1                    2004 Stock Compensation Plan

                                       6