UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                  FORM 10-KSB/A
                                (Amendment No. 1)

            ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended: December 31, 2007


                        Commission File Number 333-128758



                      UTILICRAFT AEROSPACE INDUSTRIES, INC.

                 (Name of Small Business Issuer in Its Charter)

           Nevada                                             20-1990623
 (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                          Identification No.)

               7339 Paeso Del Volcan
              Albuquerque, New Mexico                           87121
       (Address of principal executive offices)               (Zip Code)



                    Issuer's telephone number: (866) 843-1348


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

         Securities registered under Section 12(g) of the Exchange Act:
                           Common Stock, no par value.

 Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |_|

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 |_|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act:

         Large Accelerated Filer [ ].        Accelerated Filer    [ ].

         Non-Accelerated Filer [ ].          Smaller Reporting Company [X]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. |X|

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

State issuer's revenues for its most recent fiscal year: $-0-


<PAGE>


The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold,  or the  average  bid and  asked  price  of such  common  equity,  as of a
specified date within the past 60 days: $8,831,480 as of March 5, 2008.

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity,  as of the latest  practicable date:  179,493,552  common shares, no par
value, outstanding as of March 20, 2008.

Documents Incorporated By Reference:   None.

Transitional Small Business Disclosure Format (check one):   Yes  |_|  No  |X|


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





























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                                Explanatory Note


This amendment on Form 10-KSB/A (the "Form  10-KSB/A")  amends our annual report
for the fiscal year ended December 31, 2007 originally filed with the Securities
and  Exchange  Commission  ("SEC")  on  April  15,  2008  (the  "Form  10-KSB").
Primarily, we are filing this amendment to revise management's assessment of the
Company's  disclosure  controls  and  procedures  in  Item  8A  -  Controls  and
Procedures  based on a more  narrow  interpretation  of the  Exchange  Act Rules
defining  disclosure  controls  and  procedures;  and to amend  the  disclosures
contained in Exhibits 31.1 and 31.2, respectively..


Except  as set forth in Item 8A and Item 13,  no other  changes  are made to the
Original Filing. Unless expressly stated, this Amendment does not reflect events
occurring after the filing of the Original Filing,  nor does it modify or update
in any way the  disclosures  contained in the Original  Filing.  Throughout this
report,  references to the  "Company,"  "we," "our," or "us" refer to Utilicraft
Aerospace  Industries,  Inc.,  taken as a whole,  unless the  context  otherwise
indicates.  Information  not affected by the amendment is unchanged and reflects
the  disclosure  made at the time of the filing of the Form 10-KSB with the SEC.
Accordingly,  this Form  10-KSB/A  should be read in  conjunction  with the Form
10-KSB and our filings  made with the SEC  subsequent  to the filing of the Form
10-KSB, including any amendments to those filings.


ITEM 8A.  CONTROLS AND PROCEDURES


Disclosure Controls and Procedures

The  Company's  management  evaluated,  with  the  participation  of  its  Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), the effectiveness
of the design/operation of its disclosure controls and procedures (as defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended ("Exchange Act")) as of December 31, 2007.

Disclosure  controls  and  procedures  refer to  controls  and other  procedures
designed to ensure that  information  required to be disclosed in the reports we
file or submit under the Exchange Act, is recorded,  processed,  summarized  and
reported within the time periods specified in the rules and forms of the SEC 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
designing and  evaluating  our disclosure  controls and  procedures,  management
recognizes  that any controls and  procedures,  no matter how well  designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives,  and  management is required to apply its judgment in evaluating and
implementing possible controls and procedures.

Management  conducted its evaluation of disclosure controls and procedures under
the supervision of our principal  executive officer and our principal  financial
officer.  Based on that  evaluation,  management  concluded  that our  financial
disclosure controls and procedures were not effective related to the preparation
of the 10-KSB filing as of December 31, 2007.

Material Weaknesses Identified

In connection  with the  preparation  of our financial  statements  for the year
ended December 31, 2007,  certain  significant  deficiencies in internal control
became  evident  to  management  that,  in  the  aggregate,  represent  material
weaknesses,  including,  insufficient  segregation  of duties in our finance and
accounting  functions due to limited  personnel.  During the year ended December
31,  2007,  the  company  internally  performed  all  aspects  of our  financial
reporting  process,  including,  but not  limited to,  access to the  underlying
accounting  records and systems,  the ability to post and record journal entries
and responsibility for the preparation of the financial  statements.  Due to the
fact these duties were performed oftentimes by the same people, a lack of review
was created over the financial  reporting process that might result in a failure
to detect errors in spreadsheets,  calculations,  or assumptions used to compile
the financial  statements  and related  disclosures as filed with the SEC. These
control  deficiencies could result in a material  misstatement to our interim or
annual financial statements that would not be prevented or detected.

The Company does not have a sufficient  number of independent  directors for our
board and audit  committee.  We currently only have one independent  director on
our board,  which is comprised of 2 directors,  and we do not have a functioning
audit  committee.  As a  publicly-traded  company,  we  should  strive to have a
majority of our board of directors be independent.



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<PAGE>

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal
control over  financial  reporting as defined in Rules  13a-15(f)  and 15d-15(f)
under the Exchange Act. Our  management is also required to assess and report on
the effectiveness of our internal control over financial reporting in accordance
with Section 404 of the Sarbanes-Oxley  Act of 2002 ("Section 404").  Management
assessed the  effectiveness of our internal control over financial  reporting as
of December 31, 2007. In making this assessment,  we used the criteria set forth
by the Committee of Sponsoring  Organizations of the Treadway  Commission (COSO)
in  Internal  Control -  Integrated  Framework.  During  our  assessment  of the
effectiveness  of internal  control over financial  reporting as of December 31,
2007,  management  identified  a material  deficiency  as  described  Disclosure
Controls and Procedures assessment.

Based on the material  weaknesses  noted above,  management  concludes  that the
internal  controls over financial  reporting are not effective for the year 2007
as a whole.  We  intend to take  appropriate  and  reasonable  steps to make the
necessary improvements to remediate these deficiencies and we intend to consider
the  results  of our  remediation  efforts  and  related  testing as part of our
year-end  2008  assessment  of the  effectiveness  of our internal  control over
financial reporting. During the most recently completed fiscal year December 31,
2007, the Company made the following changes (1) hired a Chief Financial Officer
who has SEC reporting experience, (2) instituted use of SEC disclosure checklist
for each financial report,  and (3) completed the centralizing of its accounting
records  in its  New  Mexico  offices.  Nothing  has  come to the  attention  of
management that causes them to believe that any material  inaccuracies or errors
exist in our financial statements as of December 31, 2007.

Changes in Internal Controls over Financial Reporting

Other than the  matters  discussed  above,  during  the  period  covered by this
report,  there were no significant  changes in the Company's  internal  controls
over financial  reporting that have materially affected or are reasonably likely
to materially affect the Company's internal controls over financial reporting.

It should be noted  that any  system of  controls,  however  well  designed  and
operated,  can provide only  reasonable,  and not absolute,  assurance  that the
objectives of the system are met. In addition,  the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent  limitations of control system, there can be
no assurance  that any design will  succeed in achieving  its stated goals under
all potential future conditions, regardless of how remote.

Auditor Attestation

This  annual  report  does not include an  attestation  report of the  company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the company's
registered  public  accounting  firm  pursuant  to rules of the  Securities  and
Exchange Commission that permit the company to provide only management's report.


ITEM 13. EXHIBITS, LISTS and REPORTS on FORM 8-K

     (a)  EXHIBITS

Exhibit No.               Description of Document
------------   -----------------------------------------------------------------




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

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

32.1   Certification by Chief Executive  Officer  pursuant to 18 U.S.C.  Section
       1350,  as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
       2002 *

32.2   Certification by Chief Financial  Officer  pursuant to 18 U.S.C.  Section
       1350,  as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
       2002 *

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*      Filed herewith









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<PAGE>

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

August 4, 2008                  Utilicraft Aerospace Industries, Inc.







By:                             /s/ John Dupont
                                John Dupont, President, Chief Executive Officer,
                                and Chairman of the Board of Directors








POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below constitutes and appoints John Dupont, his attorney-in-fact,  each with the
power of substitution,  for him and in his name, place and stead, in any and all
capacities,  to sign  any and all  amendments  to  this  Annual  Report  on Form
10-KSB/A,  and to file the same, with all exhibits  thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact  and agents,  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  to all  intents  and  purposes  as he might or could do in
person,  hereby ratifying and confirming said attorney-in-fact and agents or any
of them, or his or their substitute or substitutes,  may lawfully do or cause to
be done by virtue hereof.

In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the  following  persons on behalf of the  registrant  and in the
capacities and on the dates indicated.

Date: August 4, 2008            /s/ John Dupont
                                John Dupont, President, Chief Executive Officer,
                                and Chairman of the Board of Directors



Date: August 4, 2008            /s/ Robert Darby Boland
                                Robert Darby Boland Executive Vice President
                                and Director



Date: August 4, 2008            /s/ Randy Moseley
                                Randy Moseley, Chief Financial Officer
                                and Director



Date: August 4, 2008            /s/ Edward F. Eaton
                                Edward F. Eaton, Director











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