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

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                                  July 27, 2005

                                AEROTELESIS, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

           Delaware                      0-5014                  95-2554669
----------------------------          ------------           -------------------
(State or other jurisdiction          (Commission              (IRS Employer
      of incorporation)               File Number)           Identification No.)

           1554 S. Sepulveda Blvd., Suite #118, Los Angeles, CA 90025
           ----------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:               (310) 235-1727

                                       N/A
          -------------------------------------------------------------
          (Former Name or Former Address, If Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01. Entry into a Material Definitive Agreement.

      On July 25, 2005, the Company, entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, LP, dated as of July 25, 2005. Pursuant
to the Standby Equity Distribution Agreement, the Company may, at its
discretion, periodically sell to Cornell Capital Partners shares of the
Company's common stock for a total purchase price of up to $100 million. For
each share of common stock purchased under the Standby Equity Distribution
Agreement, Cornell Capital Partners will pay the Company 99% of the lowest
volume weighted average price of the Company's common stock as quoted by
Bloomberg, LP on the Over-the-Counter Bulletin Board or other principal market
on which the Company's common stock is traded for the five days immediately
following the notice date. The price paid by Cornell Capital Partners for the
Company's stock shall be determined as of the date of each individual request
for an advance under the Standby Equity Distribution Agreement. Cornell Capital
Partners will also retain 5% of each advance under the Standby Equity
Distribution Agreement. Cornell's obligation to purchase shares of the Company's
common stock under the Standby Equity Distribution Agreement is subject to
certain conditions, including the Company obtaining an effective registration
statement for shares of the Company's common stock sold under the Standby Equity
Distribution Agreement and is limited to $1,500,000 per five consecutive trading
days after the advance notice is provided to Cornell Capital Partners.

      Upon the execution of the Standby Equity Agreement, Cornell Capital
Partners is entitled to receive a one-time commitment fee in the form of
1,000,000 shares of the Company's Common Stock.

      In relation with the Standby Equity Distribution Agreement, the Company
has also entered into a Placement Agent Agreement, dated as of July 25, 2005,
with Monitor Capital, Inc. Upon execution of the Placement Agent Agreement,
Monitor Capital, Inc. is entitled to receive, as a one-time placement agent fee,
shares of the Company's common stock in an amount equal to $10,000, or 7,143
shares as of July 25, 2005.

      On July 25, 2004, the Company also entered into a Securities Purchase
Agreement with Cornell Capital Partners. Pursuant to the Securities Purchase
Agreement, the Company shall issue convertible-redeemable debentures to Cornell
Capital Partners in the original principal amount of $3,000,000, of which
$1,500,000 shall be funded on the fifth business day following the execution of
the Securities Purchase Agreement and $1,500,000 shall be funded two business
days prior to the date a registration statement is filed with the U.S.
Securities and Exchange Commission. The first debenture issued to Cornell
Capital Partners has a 12-month term and accrues annual interest of 10%. The
debentures may be redeemed by the Company at any time, in whole or in part. If
on the date of redemption, the closing price of the Company's common stock is
greater than the conversion price in effect, the Company shall pay a redemption
premium of 20% of the amount redeemed in addition to such redemption. The
debentures are also convertible at the holder's option at a conversion price
equal to $1.117, which may be adjusted pursuant to the terms of the Secured
Convertible Debentures. The debentures are secured by substantially all the
assets of the Company. The second debenture issued to Highgate House Funds, Ltd.
has a 12-month term and accrues annual interest of 10%. The debentures may be
redeemed by the Company at any time, in whole or in part. If on the date of
redemption, the closing price of the Company's common stock is greater than the
conversion price in effect, the Company shall pay a redemption premium of 20% of
the amount redeemed in addition to such redemption. The debentures are also
convertible at the holder's option at a conversion price equal to $1.117, which
may be adjusted pursuant to the terms of the Secured Convertible Debentures. The
debentures are secured by substantially all the assets of the Company.

      The Company issued four warrants. The first warrant issued to Cornell
Capital Partners for 150,000 shares of the Company's common stock has an
exercise price equal to $3.00 or as adjusted under the terms of the warrant. The
second warrant to Cornell Capital Partners for 75,000 shares of the Company's
common stock has an exercise price equal to $4.00 or as adjusted under the terms
of the warrant. The third warrant issued to Highgate House Funds, Ltd. for
150,000 shares of the Company's common stock has an exercise price equal to
$3.00 or as adjusted under the terms of the warrant. The fourth warrant issued
to Highgate House Funds, Ltd. for 75,000 shares of the Company's common stock
has an exercise price equal to $4.00 or as adjusted under the terms of the
warrant. The warrants expire five years from July 25, 2005.

Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01 above.


                                       2
<PAGE>

Item 9.01. Financial Statements and Exhibits.

      (a) Not applicable

      (b) Not applicable

      (c) Exhibit No. Description

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Exhibit     Description                                                                       Location
---------------------------------------------------------------------------------------------------------------
<S>         <C>                                                                               <C>
Exhibit     Standby Equity  Distribution  Agreement dated as of July 25, 2005 between the     Provided herewith
 99.1       Company and Cornell Capital Partners, LP

Exhibit     Securities  Purchase Agreement dated as of July 25, 2005 between the Company,     Provided herewith
 99.2       Cornell Capital Partners, LP and Highgate House Funds, Ltd.

Exhibit     Registration  Rights  Agreement dated as of July 25, 2005 between the Company     Provided herewith
 99.3       and Cornell Capital Partners, LP

Exhibit     Security Agreement dated as of July 25, 2005 between the Company, Cornell         Provided herewith
 99.4       Capital Partners, LP and Highgate House Funds, Ltd.

Exhibit     Security Agreement dated as of July 25, 2005 between the Company, Cornell         Provided herewith
 99.5       Capital Partners, LP and Highgate House Funds, Ltd.

Exhibit     Investor Registration Rights Agreement dated as of July 25, 2005 between the      Provided herewith
 99.6       Company, Cornell Capital Partners, LP and Highgate House Funds, Ltd.

Exhibit     Placement Agent Agreement dated as of July 25, 2005 by and among the              Provided herewith
 99.7       Company, Cornell Capital Partners, LP and Monitor Capital, Inc.

Exhibit     Warrant dated as of July 25, 2005 issued to Cornell Capital Partners, LP          Provided herewith
 99.8

Exhibit     Warrant dated as of July 25, 2005 issued to Cornell Capital Partners, LP          Provided herewith
 99.9

Exhibit     Warrant dated as of July 25, 2005 issued to Highgate House Funds, Ltd.            Provided herewith
 99.10

Exhibit     Warrant dated as of July 25, 2005 issued to Highgate House Funds, Ltd.            Provided herewith
 99.11

Exhibit     Secured Convertible Debenture dated as of July 25, 2005 issued to Highgate        Provided herewith
 99.12      House Funds, Ltd.

Exhibit     Convertible Debenture dated as of July 25, 2005 issued to Cornell Capital         Provided herewith
 99.13      Partners, LP

Exhibit     Pledge and Escrow Agreement dated July 25, 2005 among the Company, Cornell        Provided herewith
 99.14      Capital Partners, LP, Highgate House Funds, Ltd. and David Gonzalez, Esq.
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Exhibit     Description                                                                       Location
---------------------------------------------------------------------------------------------------------------
<S>         <C>                                                                               <C>
Exhibit     Escrow Agreement dated July 25, 2005 among the Company, Cornell Capital           Provided herewith
 99.15      Partners, LP and David Gonzalez, Esq.

Exhibit     Escrow Agreement dated July 25, 2005 among the Company and David Gonzalez,        Provided herewith
 99.16      Esq.

Exhibit     Subsidiary Security Agreement dated as of July 25, 2005 between AeroTelesis       Provided herewith
 99.17      Phillipines, Inc., Cornell Capital Partners, LP and Highgate House Funds,
            Ltd.

Exhibit     Subsidiary Security Agreement dated as of July 25, 2005 between AeroTelesis       Provided herewith
 99.18      Satellite Networks, Inc., Cornell Capital Partners, LP and Highgate House
            Funds, Ltd.

Exhibit     Subsidiary Security Agreement dated as of July 25, 2005 between AeroTelesis       Provided herewith
 99.19      IP Networks, Inc., Cornell Capital Partners, LP and Highgate House Funds,
            Ltd.
</TABLE>


                                       4
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: July 27, 2005                             AEROTELESIS, INC.


                                                By:    /s/ Joseph Gutierrez
                                                    ----------------------------
                                                Name:  Joseph Gutierrez
                                                Title: President


                                       5
{"company-data": {"conformed-name": "AEROTELESIS INC", "cik": "0000017544", "assigned-sic": "4813", "irs-number": "952554669", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-05014", "film-number": "05975754"}, "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"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                                  July 27, 2005

                                AEROTELESIS, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

           Delaware                      0-5014                  95-2554669
----------------------------          ------------           -------------------
(State or other jurisdiction          (Commission              (IRS Employer
      of incorporation)               File Number)           Identification No.)

           1554 S. Sepulveda Blvd., Suite #118, Los Angeles, CA 90025
           ----------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:               (310) 235-1727

                                       N/A
          -------------------------------------------------------------
          (Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.

      On July 25, 2005, the Company, entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, LP, dated as of July 25, 2005. Pursuant
to the Standby Equity Distribution Agreement, the Company may, at its
discretion, periodically sell to Cornell Capital Partners shares of the
Company's common stock for a total purchase price of up to $100 million. For
each share of common stock purchased under the Standby Equity Distribution
Agreement, Cornell Capital Partners will pay the Company 99% of the lowest
volume weighted average price of the Company's common stock as quoted by
Bloomberg, LP on the Over-the-Counter Bulletin Board or other principal market
on which the Company's common stock is traded for the five days immediately
following the notice date. The price paid by Cornell Capital Partners for the
Company's stock shall be determined as of the date of each individual request
for an advance under the Standby Equity Distribution Agreement. Cornell Capital
Partners will also retain 5% of each advance under the Standby Equity
Distribution Agreement. Cornell's obligation to purchase shares of the Company's
common stock under the Standby Equity Distribution Agreement is subject to
certain conditions, including the Company obtaining an effective registration
statement for shares of the Company's common stock sold under the Standby Equity
Distribution Agreement and is limited to $1,500,000 per five consecutive trading
days after the advance notice is provided to Cornell Capital Partners.

      Upon the execution of the Standby Equity Agreement, Cornell Capital
Partners is entitled to receive a one-time commitment fee in the form of
1,000,000 shares of the Company's Common Stock.

      In relation with the Standby Equity Distribution Agreement, the Company
has also entered into a Placement Agent Agreement, dated as of July 25, 2005,
with Monitor Capital, Inc. Upon execution of the Placement Agent Agreement,
Monitor Capital, Inc. is entitled to receive, as a one-time placement agent fee,
shares of the Company's common stock in an amount equal to $10,000, or 7,143
shares as of July 25, 2005.

      On July 25, 2004, the Company also entered into a Securities Purchase
Agreement with Cornell Capital Partners. Pursuant to the Securities Purchase
Agreement, the Company shall issue convertible-redeemable debentures to Cornell
Capital Partners in the original principal amount of $3,000,000, of which
$1,500,000 shall be funded on the fifth business day following the execution of
the Securities Purchase Agreement and $1,500,000 shall be funded two business
days prior to the date a registration statement is filed with the U.S.
Securities and Exchange Commission. The first debenture issued to Cornell
Capital Partners has a 12-month term and accrues annual interest of 10%. The
debentures may be redeemed by the Company at any time, in whole or in part. If
on the date of redemption, the closing price of the Company's common stock is
greater than the conversion price in effect, the Company shall pay a redemption
premium of 20% of the amount redeemed in addition to such redemption. The
debentures are also convertible at the holder's option at a conversion price
equal to $1.117, which may be adjusted pursuant to the terms of the Secured
Convertible Debentures. The debentures are secured by substantially all the
assets of the Company. The second debenture issued to Highgate House Funds, Ltd.
has a 12-month term and accrues annual interest of 10%. The debentures may be
redeemed by the Company at any time, in whole or in part. If on the date of
redemption, the closing price of the Company's common stock is greater than the
conversion price in effect, the Company shall pay a redemption premium of 20% of
the amount redeemed in addition to such redemption. The debentures are also
convertible at the holder's option at a conversion price equal to $1.117, which
may be adjusted pursuant to the terms of the Secured Convertible Debentures. The
debentures are secured by substantially all the assets of the Company.

      The Company issued four warrants. The first warrant issued to Cornell
Capital Partners for 150,000 shares of the Company's common stock has an
exercise price equal to $3.00 or as adjusted under the terms of the warrant. The
second warrant to Cornell Capital Partners for 75,000 shares of the Company's
common stock has an exercise price equal to $4.00 or as adjusted under the terms
of the warrant. The third warrant issued to Highgate House Funds, Ltd. for
150,000 shares of the Company's common stock has an exercise price equal to
$3.00 or as adjusted under the terms of the warrant. The fourth warrant issued
to Highgate House Funds, Ltd. for 75,000 shares of the Company's common stock
has an exercise price equal to $4.00 or as adjusted under the terms of the
warrant. The warrants expire five years from July 25, 2005.

Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01 above.

                                       2
Item 9.01. Financial Statements and Exhibits.

      (a) Not applicable

      (b) Not applicable

      (c) Exhibit No. Description
---------------------------------------------------------------------------------------------------------------
Exhibit     Description                                                                       Location
---------------------------------------------------------------------------------------------------------------
Exhibit     Standby Equity  Distribution  Agreement dated as of July 25, 2005 between the     Provided herewith
 99.1       Company and Cornell Capital Partners, LP

Exhibit     Securities  Purchase Agreement dated as of July 25, 2005 between the Company,     Provided herewith
 99.2       Cornell Capital Partners, LP and Highgate House Funds, Ltd.

Exhibit     Registration  Rights  Agreement dated as of July 25, 2005 between the Company     Provided herewith
 99.3       and Cornell Capital Partners, LP

Exhibit     Security Agreement dated as of July 25, 2005 between the Company, Cornell         Provided herewith
 99.4       Capital Partners, LP and Highgate House Funds, Ltd.

Exhibit     Security Agreement dated as of July 25, 2005 between the Company, Cornell         Provided herewith
 99.5       Capital Partners, LP and Highgate House Funds, Ltd.

Exhibit     Investor Registration Rights Agreement dated as of July 25, 2005 between the      Provided herewith
 99.6       Company, Cornell Capital Partners, LP and Highgate House Funds, Ltd.

Exhibit     Placement Agent Agreement dated as of July 25, 2005 by and among the              Provided herewith
 99.7       Company, Cornell Capital Partners, LP and Monitor Capital, Inc.

Exhibit     Warrant dated as of July 25, 2005 issued to Cornell Capital Partners, LP          Provided herewith
 99.8

Exhibit     Warrant dated as of July 25, 2005 issued to Cornell Capital Partners, LP          Provided herewith
 99.9

Exhibit     Warrant dated as of July 25, 2005 issued to Highgate House Funds, Ltd.            Provided herewith
 99.10

Exhibit     Warrant dated as of July 25, 2005 issued to Highgate House Funds, Ltd.            Provided herewith
 99.11

Exhibit     Secured Convertible Debenture dated as of July 25, 2005 issued to Highgate        Provided herewith
 99.12      House Funds, Ltd.

Exhibit     Convertible Debenture dated as of July 25, 2005 issued to Cornell Capital         Provided herewith
 99.13      Partners, LP

Exhibit     Pledge and Escrow Agreement dated July 25, 2005 among the Company, Cornell        Provided herewith
 99.14      Capital Partners, LP, Highgate House Funds, Ltd. and David Gonzalez, Esq.
3
---------------------------------------------------------------------------------------------------------------
Exhibit     Description                                                                       Location
---------------------------------------------------------------------------------------------------------------
Exhibit     Escrow Agreement dated July 25, 2005 among the Company, Cornell Capital           Provided herewith
 99.15      Partners, LP and David Gonzalez, Esq.

Exhibit     Escrow Agreement dated July 25, 2005 among the Company and David Gonzalez,        Provided herewith
 99.16      Esq.

Exhibit     Subsidiary Security Agreement dated as of July 25, 2005 between AeroTelesis       Provided herewith
 99.17      Phillipines, Inc., Cornell Capital Partners, LP and Highgate House Funds,
            Ltd.

Exhibit     Subsidiary Security Agreement dated as of July 25, 2005 between AeroTelesis       Provided herewith
 99.18      Satellite Networks, Inc., Cornell Capital Partners, LP and Highgate House
            Funds, Ltd.

Exhibit     Subsidiary Security Agreement dated as of July 25, 2005 between AeroTelesis       Provided herewith
 99.19      IP Networks, Inc., Cornell Capital Partners, LP and Highgate House Funds,
            Ltd.
4
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: July 27, 2005                             AEROTELESIS, INC.

                                                By:    /s/ Joseph Gutierrez
                                                    ----------------------------
                                                Name:  Joseph Gutierrez
                                                Title: President

                                       5