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

                                   Form 10-QSB
   QUARTERLY REPORT UNDER SECTION15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2004 Commission File Number: 333-57552
                                --------------                         ---------


                         AMERICAN UTILICRAFT CORPORATION
        (Exact name of small business issuer as specified in its charter)

           Delaware                                       54-1577735
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

    300 Petty Road, N.E.
  Lawrenceville, Georgia                                 30043
------------------------------             -------------------------------------
  (Address of principal                                 (Zip Code)
   executive offices)

Issuer's telephone number: (678) 376-0898
                           --------------

     Check  whether the issuer (1) filed all  reports  required 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 requirement for the past 90 days. Yes [_] No [X]

     As of March 31,  2004 there were  17,611,128  shares of common  stock,  par
value $.00001 per share,  and  1,970,787  shares of preferred  stock,  par value
$.00001 per share, of the registrant outstanding.

     Transitional Small Business Disclosure Format (Check one): Yes [_] No [X]



<PAGE>

                                TABLE OF CONTENTS


Part I - Financial Information.................................................3
     Item 1   Financial Statements.............................................3
     Item 2   Management's Discussion and Analysis or Plan of Operation.......15
     Item 3   Controls and Procedures.........................................19

Part II - Other Information...................................................20
     Item 1   Legal Proceedings...............................................20
     Item 2   Unregistered Sales of Equity Securities and Use of Proceeds.....20
     Item 3   Defaults Upon Senior Securities.................................20
     Item 4   Submission of Matters to a Vote of Security Holders.............20
     Item 5   Other Information...............................................21
     Item 6   Exhibits........................................................21




















                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
-----------------------------


Financial statements are included herein.

The  following  financial  statements  and  schedules  are filed as part of this
report:

Balance Sheet
Statements of Operations
Statements of Cash Flows
Notes to Financial Statements






















                                       3
<PAGE>
<TABLE>
<CAPTION>

================================================================================
                         American Utilicraft Corporation
                                  Balance Sheet
                                  Accrual Basis


                                     ASSETS
                                                                March 31,     December 31,
                                                                  2004            2003
                                                              ------------    ------------
<S>                                                           <C>             <C>
Current assets:
    Cash                                                      $    164,890    $     42,305
    Prepaid rent                                                    10,488          10,488
    Other assets                                                     5,422           2,922
                                                              ------------    ------------
         Total current assets                                      180,800          55,715

Prepaid rent, non-current                                            3,496           4,369
Property and equipment, net of
    accumulated depreciation                                       111,041         126,008
Other assets,net of accumulated amortization                       589,998         632,141
                                                              ------------    ------------
Total assets                                                  $    885,335    $    818,233
                                                              ============    ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
    Accounts payable and accrued expenses                     $  1,728,071    $  1,714,350
    Notes payable                                                1,544,748       1,702,596
    Deferred compensation                                        1,180,884       1,061,557
                                                              ------------    ------------
         Total current liabilities                               4,453,703       4,478,503
                                                              ------------    ------------

Stockholders' deficit
    Preferred stock, par value $.00001
        per share; 7,500,000 shares authorized;
         1,970,787 shares of Series A preferred
        stock issued and outstanding                                    20              20
    Common stock, par value $.00001
        per share; 35,000,000 shares authorized;
         17,611,128 and 15,423,588 shares issued
         and outstanding, respectively                                 175             154
    Stock subscription                                                 500          15,000
    Additional paid in capital                                  13,714,758      13,175,933
    Deficit accumulated during
        the development stage                                  (17,283,821)    (16,851,377)
                                                              ------------    ------------

         Total stockholders' deficit                            (3,568,368)     (3,660,270)
                                                              ------------    ------------

Total liabilities and stockholders' deficit                   $    885,335    $    818,233
                                                              ============    ============
</TABLE>


                                       4
<PAGE>
<TABLE>
<CAPTION>

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

                         American Utilicraft Corporation
                             Statement of Operations


                                                                      For the period
                                     For the one       For the one     July 17, 1990
                                    quarter ended     quarter ended   (inception) to
                                   March 31, 2004    March 31, 2003   March 31, 2004
                                   --------------    --------------   --------------
<S>                                <C>               <C>              <C>
    Revenues                       $         --      $         --     $      286,550

Cost of goods sold                           --              71,448        1,420,286
                                   --------------    --------------   --------------

Gross loss                                   --                --          1,133,736

Expenses:
    Research and development               71,129           100,540        5,776,989
    General and administration            354,209           320,347        6,995,360
    Marketing                               9,252            74,493        2,951,466
                                   --------------    --------------   --------------

    Loss from operations                  434,590           566,828       16,857,551
                                   --------------    --------------   --------------

Other income and expense:
    Interest Income                        11,257            10,051          183,788
    Interest expense                        9,111            12,289        1,017,938
    Other income                             --                --             24,361
                                   --------------    --------------   --------------

    Total other expense (income)           (2,146)            2,238          809,789
                                   --------------    --------------   --------------

Net loss before
    extraordinary item                    432,444           569,066       17,667,340

Extraordinary item: gains on
    extinguishment of debt
    (no income tax effect)                   --                --            383,519
                                   --------------    --------------   --------------

Net loss                           $      428,971    $      569,066   $   17,283,821
                                   ==============    ==============   ==============


Basic and diluted loss per
    common share before
    extraordinary item             $         0.04    $         0.06   $         2.27

Extraordinary item: gains on
    extinguishment of debt                   --                --               0.05
                                   --------------    --------------   --------------

Basic and diluted loss per
    common share                   $         0.04    $         0.06   $         2.32
                                   ==============    ==============   ==============

Weighted average number
    of common shares outstanding       10,716,551        10,333,740        7,765,962
                                   ==============    ==============   ==============
</TABLE>




                                       5
<PAGE>
<TABLE>
<CAPTION>



                                                           For the           For the
                                                        quarter ended     quarter ended
                                                       March 31, 2004    March 31, 2003
                                                       --------------    --------------
<S>                                                    <C>               <C>
Revenues

Cost of goods sold                                     $         --      $       71,448
                                                       --------------    --------------

Gross loss                                                       --              71,448

Expenses:
    Research and development                           $       71,129           100,540
    General and administration                                354,209           320,347
    Marketing                                                   9,252            74,493
                                                       --------------    --------------

    Loss from operations                                      434,590           566,828
                                                       --------------    --------------


Other income and expense:
    Interest Income                                            11,257            10,051
    Interest expense                                            9,111            12,289
                                                       --------------    --------------

    Total other expense (income)                               (2,146)            2,238
                                                       --------------    --------------

Net loss                                               $      432,444    $      569,066
                                                       ==============    ==============


Basic and diluted loss per common share                $         0.04    $         0.06
                                                       ==============    ==============

Weighted average number of common shares outstanding       10,716,551        10,333,740
                                                       ==============    ==============
</TABLE>







                                       6
<PAGE>
<TABLE>
<CAPTION>

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

                         American Utilicraft Corporation
                             Statement of Cash Flows


                                                                                            For the period
                                                            For the           For the        July 17, 1990
                                                         quarter ended     quarter ended    (inception) to
                                                        March 31, 2004    March 31, 2003    March 31, 2004
                                                        --------------    --------------    --------------
<S>                                                     <C>               <C>               <C>
Cash flows from operating activities:
    Net loss                                            $     (432,444)   $     (569,066)   $  (17,283,821)
                                                        --------------    --------------    --------------
        Adjustments to reconcile net loss to
        net cash used in operating activities:

        Gain on extinguishment of debt                            --                --            (383,519)
        Common stock issued for loan interest                     --               8,404           889,047
        Common stock issued for rent expense                      --                --             152,049
        Common stock issued for compensation expense              --                --             145,200
        Common stock warrants issued for interest
           expense                                                --                --              80,000
        Common stock warrants issued for
           compensation expense                                   --                --           1,120,812
        Depreciation and amortization                           60,200            55,790         1,052,427
        Loss on disposal of assets                                --                --              29,878
        Bad debt provision, loans to
           officers                                             16,811            21,071           577,153

    Changes in assets and liabilities:
        Decrease in prepaid rent                                   874            24,239           575,608
        Increase in other assets                                (2,500)             --              (5,422)
        Increase in bank overdraft                                --               1,409              --
        Increase in accounts payable                           197,292            30,368         1,728,071
        Increase in deferred compensation                      119,327           104,241         1,180,884
                                                        --------------    --------------    --------------

        Total adjustments                                      392,004           245,522         7,142,188
                                                        --------------    --------------    --------------

Net cash used in operating activities                          (40,440)         (323,544)      (10,141,633)
                                                        --------------    --------------    --------------

Cash flows from investing activities:
    Increase of prepaid rent                                      --                --             (28,842)
    Increase in deferred offering costs                         (2,211)           (2,709)         (773,018)
    Purchases of property and equipment                         (3,090)           (2,418)         (585,554)
    Loans to officers                                          (16,811)          (21,071)         (577,152)
                                                        --------------    --------------    --------------

Net cash used in investing activities                          (22,112)          (26,198)       (1,964,566)
                                                        --------------    --------------    --------------

Cash flows from financing activities:
    Proceeds from issuance of capital
        stock                                                  217,120              --           8,921,700
    Proceeds from issuance of common
        stock warrants                                            --                --           1,578,000
    Return of common stock purchase amount                        --              (4,500)          (13,500)
    Proceeds from (principal payment on) note payable          (31,983)          328,125         1,802,686
    Principal payments on lease  payable                          --             (12,227)          (17,797)
                                                        --------------    --------------    --------------

Net cash provided by financing activities                      185,137           311,398        12,271,089
                                                        --------------    --------------    --------------


                                   -Continued-

                                        7
<PAGE>

                                                                                            For the period
                                                            For the           For the        July 17, 1990
                                                         quarter ended     quarter ended    (inception) to
                                                        March 31, 2004    March 31, 2003    March 31, 2004
                                                        --------------    --------------    --------------

Net increase (decrease) in cash                                122,585           (38,344)          164,890

Cash, beginning of the period                                   42,305            38,344              --
                                                        --------------    --------------    --------------

Cash, end of the period                                 $      164,890    $         --      $      164,890
                                                        ==============    ==============    ==============



Supplemental disclosures of noncash transactions:

Common stock issued for loan interest                   $        3,473    $        8,404
                                                                                            $      577,483

Common stock issued for current and future
    rent expense                                        $         --      $         --      $      152,049

Common stock warrants issued for costs
    associated with proposed public
    offering                                            $         --      $         --      $      435,000

Common stock warrants issued in conjunction
    with convertible debenture                          $         --      $         --      $       80,000

Common stock warrants issued for deferred
    compensation                                        $         --      $         --      $    1,070,812


Common stock warrants issued for patents,
    intellectual property and designs                   $         --      $         --      $    1,180,000

Common stock warrants issued as settlement
    of compensation payable                             $         --      $         --      $       50,000

Common stock warrants issued for due to
    stockholder                                         $         --      $         --      $       74,500

Purchase of equipment by issuance of debt               $         --      $         --      $       17,791

Return of common stock investment by
    issuance of note                                    $         --      $       65,000    $       65,000
</TABLE>






                                       8
<PAGE>

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

                          Notes to Financial Statements

1.   Basis of Presentation


          The accompanying  interim financial  statements of American Utilicraft
     Corporation  (the Company) have been prepared without audit pursuant to the
     rules and  regulations  of the Securities  and Exchange  Commission  (SEC).
     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have been  condensed  or  omitted  pursuant  to such  rules and
     regulations,  although the Company  believes that the disclosures  made are
     adequate to make the information presented not misleading.  These financial
     statements should be read in conjunction with the financial  statements and
     related  footnotes  included in the Company's  latest Annual Report on Form
     SB-2.

          In the opinion of  management,  the financial  statements  reflect all
     adjustments  considered  necessary  for a fair  presentation  and all  such
     adjustments are of a normal and recurring nature. The results of operations
     as presented in this report are not  necessarily  indicative of the results
     to be expected for the fiscal year ending December 31, 2004.

2.   Summary of significant accounting policies


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

          The  preparation of financial  statements in conformity with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the  reported  amounts of assets and  liabilities,
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements and reported  amounts of revenues and expenses during
     the reporting period. Actual results could differ from those estimates.

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

          Deferred  income taxes are provided in  accordance  with SFAS No. 109,
     Accounting  for Income Taxes.  Accordingly,  deferred tax  liabilities  and
     assets  are  determined  based  on the  difference  between  the  financial
     statement and tax bases of assets and liabilities,  using enacted tax rates
     in effect for the year in which the  differences  are  expected to reverse.
     Valuation allowances are provided where the likelihood of realizing the tax
     benefit of a deferred  tax asset cannot be  determined  as more likely than
     not.  Deferred  tax assets and  liabilities  are  classified  as current or
     noncurrent  based on the  classification  of the related asset or liability
     for financial  reporting  purposes,  or based on the expected reversal date
     for deferred taxes that are not related to an asset or liability.



                                       9
<PAGE>

     Bad debts
     ---------

          The Company reserves against potentially uncollectible accounts in the
     period in which collection appears unlikely.

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

          Property and equipment  are  reflected in the financial  statements at
     cost, net of accumulated  depreciation and  amortization.  Depreciation and
     amortization  are computed  using the  straight-line  method with leasehold
     improvements  being  depreciated over the term of the lease or useful lives
     of the assets, whichever is shorter, and vehicles,  furniture, software and
     equipment being depreciated and amortized over three to ten years.

          Maintenance  and  repairs  are charged to  operations  when  incurred.
     Improvements  and repairs  that  extend the life or  increase  the value of
     property and  equipment  are  capitalized.  When property and equipment are
     sold  or  otherwise   disposed  of,  the  asset  and  related   accumulated
     depreciation  accounts  are  relieved,  and any gain or loss is included in
     other income (expense) in the year the disposal occurs.

     Patents, intellectual property and designs
     ------------------------------------------

          Patents,  intellectual  property  and  designs  are  reflected  in the
     financial  statements at cost.  Amortization is computed on a straight-line
     basis over seven years, the estimated beneficial period of the asset.

     Research and development costs
     ------------------------------

          Pursuant to SFAS No. 2, Accounting for Research and Development Costs,
     research and development costs are expensed as incurred.

     Net loss per share
     ------------------

          Net loss per share is based on the weighted  average  number of shares
     of common  stock  outstanding  during each period.  There is no  difference
     between  basic and  diluted  loss per share  since the Company is in a loss
     position.



                                       10
<PAGE>

     Start-up activities
     -------------------

          The costs of start-up activities,  including  organization costs, have
     been expensed as incurred.

     Fair value of financial instruments
     -----------------------------------

          The carrying  values of cash and  accounts  payable  approximate  fair
     value  due to the  short-term  maturity  of  these  instruments.  Financial
     instruments also include  long-term debt. Based on current  borrowing terms
     available  to  the  Company,   estimated  fair  value  of  these  financial
     instruments approximates their recorded amounts.

     Asset impairment
     ---------------

          In accordance with SFAS No. 121, Accounting for the Impairment of Long
     - Lived  Assets and For  Long-Lived  Assets to be Disposed  Of, the Company
     records  impairment  losses on long-lived  assets used in  operations  when
     indicators  of  impairment  are  present  and the  undiscounted  cash flows
     estimated  to be  generated  by  those  assets  are less  than the  assets'
     carrying amount.  Impairment losses are measured as the amount by which the
     carrying amount of the asset exceeds the fair value of the asset.  SFAS No.
     121 also addresses the  accounting for long-lived  assets that are expected
     to be disposed of. Based on current estimates,  management does not believe
     impairment of long-lived assets is present.

     Stock-based compensation
     ------------------------

          The  Company  has  elected  to  use  the  intrinsic  value  method  of
     Accounting  Principles Board Opinion No. 25, Accounting for Stock Issued to
     Employees,  as  allowed  under SFAS No.  123,  Accounting  for Stock  Based
     Compensation, to account for stock based compensation to employees.

     Comprehensive income
     --------------------

          The Company has adopted SFAS No. 130, Reporting  Comprehensive Income.
     Comprehensive income as defined includes all charges to equity except those
     resulting  from  investments  by owners and  distributions  to owners.  The
     Company has no items of comprehensive income to report.



                                       11
<PAGE>

     Deferred offering costs
     -----------------------

          Direct,  incremental  costs  incurred with the  Company's  offering of
     common  stock are  recognized  as a  reduction  to the  respective  capital
     accounts.

     Accounting for extinguishment of debt
     -------------------------------------

          Gains  and  losses  from  extinguishment  of debt are  calculated  and
     reported  according  to the  provisions  of SFAS No.  125,  Accounting  for
     Transfers  and  Servicing  of  Financial  Assets  and   Extinguishment   of
     Liabilities.  Such gains and losses are reported as extraordinary  items to
     net income, except certain extinguishment  transactions between the Company
     and related entities that are reported as capital transactions.

3.   Development stage operations


          The Company is in the  development  stage.  The Company  commenced its
     current operations in 1990, and its activities have been primarily directed
     to  research  and  development  of  its  technologies  and   administrative
     activities.  The Company has  experienced in the past and may experience in
     the future many of the problems,  delays and expenses  encountered by early
     stage businesses, some of which are beyond the Company's control.

          These  inherent  risks  include,  but are not  limited  to,  delays in
     testing and development of its new products,  unexpected high manufacturing
     and marketing costs, uncertain market acceptance, limited capital and other
     unforeseen  difficulties.  The Company believes it has properly  identified
     the risks in the  environment  in which it operates  and plans to implement
     strategies to effectively reduce the financial impact of these risks.

4.   Going concern


          The financial  statements have been prepared assuming that the Company
     will continue as a going concern.  As shown in the  accompanying  financial
     statements, the Company incurred net losses of $432,444 and $569,066 during
     the three months ended March 31, 2004 and March 31, 2003, respectively, and
     has incurred losses since formation,  resulting in accumulated  deficits of
     $17,283,821  and  $13,969,067  as of March 31,  2004 and  March  31,  2003,
     respectively. For the three months ended March 31, 2004 and March 31, 2003,
     respectively, the Company also generated negative cash flow from operations
     of $40,440 and  $323,544.  Such losses and negative cash flow have resulted
     primarily from  significant  costs  associated  with the development of the




                                       12
<PAGE>

     Company's products and marketing of these products.  The Company expects to
     incur  additional  operating  losses and  negative  cash flow in the future
     unless and until it is able to generate  operating  revenues  sufficient to
     support  expenditures.  There is no assurance  that sales of the  Company's
     products  will ever  generate  sufficient  revenues to fund its  continuing
     operations,  that  the  Company  will  generate  positive  cash  flow  from
     operations  or  that  the  Company  will  attain  and  thereafter   sustain
     profitability in any future period.

          Management  anticipates the Company's cash  requirements  for the next
     twelve months may be satisfied  from the proceeds of sales of the Company's
     common stock pursuant to private stock offerings.  The Company  anticipates
     its future cash  requirements  may be satisfied by product sales, the sales
     of  additional  equity  securities,  debt  financing  and/or  the  sale  or
     licensing of certain of the Company's  technologies.  However,  the Company
     does not have any binding  commitment with regard to additional  funds, and
     there can be no assurance  that any funds  required would be generated from
     operations  or from the  aforementioned  sources.  The  lack of  additional
     capital  could  force  the  Company  to  substantially   curtail  or  cease
     operations  and  would  therefore  have a  material  adverse  effect on the
     Company's  business.  Further,  there  can be no  assurance  that  any such
     required funds, if available, will be available on attractive terms or that
     they will not have a significantly dilutive effect on existing shareholders
     of the Company.  The financial  statements  do not include any  adjustments
     that might result from the outcome of these uncertainties.

5.   Stockholders Equity


          During the quarter  ended March 31,  2004,  the Company  sold  912,540
     shares of its common stock to various  individuals.  The stocks were valued
     at $.25 per share, or $228,135. In addition, a stockholder converted a note
     payable in the amount of  $300,000  plus the accrued  interest  into common
     stock.  The  Company  issued  1,200,000  shares  of stock in  exchange  for
     cancellation  of the note.  As a result of  extensions  on some of the note
     agreements,  75,000 shares of stock were issued.  The stocks were valued at
     between $.03 and $.06 per share.

6.   Stock Warrants


          No stock  warrants  were issued  during the  three-month  period ended
     March 31, 2004.

          The Company has adopted  the  disclosure-only  provisions  of SFAS No.
     123,  Accounting  for  Stock  Based  Compensation  but  applies  Accounting
     Principles Board Opinion No. 25 and related  interpretations  in accounting
     for stock warrants provided to employees.  No compensation  would have been
     recognized during the three months ended March 31, 2004. Pro forma net loss
     and loss per share are as follows:



                                       13
<PAGE>

                                                                  For the period
                                                     For the       July 17, 1990
                                                  quarter ended   (inception) to
                                                 March 31, 2004   March 31, 2004
                                                 --------------   --------------


     Pro forma net loss                          $      432,444   $   17,280,348
                                                 ==============   ==============
     Pro forma basic and diluted loss per
        common share before extraordinary item   $         0.04   $         2.23
     Extraordinary item: gains on
        extinguishment of debt                             --               2.18
                                                 --------------   --------------
     Pro forma basic and diluted
        loss per common share                    $         0.04   $         4.41
                                                 ==============   ==============


          On  April  4,  2001  the  Company  entered  into an  agreement  with a
     securities  broker by which the broker  will work to secure up to 10 market
     makers for the  Company's  common  stock.  To the extent  that such  market
     makers are  secured,  the  Company  agrees to provide  warrants  for 10,000
     shares  of the  Company's  common  stock for each such  market  maker  thus
     secured.  The warrants  will provide an exercise  price of $5 per share,  a
     two-year  life and shall  vest  immediately.  As of March 31,  2004 no such
     warrants had been issued.  Upon issuance,  the Company will record the fair
     value of the warrants as deferred investment advisory fees and amortize the
     amount to expense over the term of the advisory agreement.

7.   Due from officers


          Since 1993 the Company has, from time to time,  advanced  funds to its
     President,  such amounts  aggregating  to $545,857  through March 31, 2004.
     Interest,  imputed  at an  annual  rate of 8%,  has been  accrued  on these
     lendings, such interest income amounting to $10,643 in 2004.

          The  Company  has  advanced  amounts  aggregating  $31,296  to another
     officer through March 31, 2004.

          By agreement  between the parties,  these amounts will be later repaid
     out of bonus  commissions  otherwise due on future aircraft sales.  Because
     there is  substantial  doubt about the  Company's  ability to generate such
     future sales, all amounts due from officers have been fully reserved.  Such
     amounts, and the equal reserve amount, were $577,153 as of March 31, 2004.



                                       14
<PAGE>

8.   Employment agreements


          Pursuant to employment agreements with the Company's officers,  annual
     salary amounts are as follows:

                                                             Annual
                                                             Salary
                                                          ------------
                 President and Chief Executive
                    Officer                               $    250,000
                 Vice President, Operations               $    125,000


9.   Income Taxes


          Untilsuch  time as the Company ceases to be in the  development  stage
     and becomes an active  business,  otherwise  deductible  expenses have been
     capitalized  pursuant  to certain  optional  and  required  elements of U.S
     income tax statutes. Because the likelihood of realizing the tax benefit of
     these  deferred tax assets cannot be determined as more likely than not, no
     financial  statement   recognition  of  these  assets  has  been  accorded.
     Accordingly, the Company estimates an effective tax rate of 0% for the year
     2004.

10.  Notes Payable


          Five  stockholders  of the  Company  have  loaned a total of  $990,000
     through the period ended March 31, 2004.  The loans  matured  between March
     2003 and January of 2004. The loans require the Company to issue additional
     shares of the  Company's  stock as interest  on the notes.  For the quarter
     ended March 31, 2004, the Company issued no shares of stock in satisfaction
     of the interest.  The Company is in default on these notes.  The balance of
     the notes at March 31, 2004 was $990,000.

          In  addition,  the  President  of the  Company  has  loaned a total of
     $503,248 to the Company  through the period ended March 31, 2004. No formal
     loan  agreement  exists for this loan,  and no specific  repayment plan has
     been established.

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


Item 2.  Management's Discussion and Analysis or Plan of Operations.
--------------------------------------------------------------------

Future Prospects



                                       15
<PAGE>

     We continue to be a development stage research and development company, and
with no product to sell, no revenue  stream,  significant  operating  losses and
negative cash flow from operations our ability to continue as a going concern is
subject to  continued  sales of stock,  the vagaries of the market for our stock
and various other factors. There is no assurance that we can continue as a going
concern.

     During the three  months  ended March 31,  2004,  the Company  achieved its
marketing  goal of  acquiring a customer  for the FF-1080  aircraft.  Up to this
date,  the Company has secured a Letter of Intent for 300  aircraft,  a Purchase
Order  agreement  for  the  first  36  of  those  aircraft,  and  an  associated
Distributorship  agreement.  The Company is currently focused on the development
of the prototype aircraft prior to the initiation of the certification  program,
which  includes  the  securing of funds for  continued  development.  We have no
guarantee that funding will be acquired for the program to continue as planned.

     Monies raised by the  private-placement  stock sales have been used to fund
continuing  operations.  Operationally,  the Company remains focused on imminent
growth, pending an acquisition agreement.

     We  continue  to  follow  standard  industry  practice  in  outsourcing  to
experienced   aviation  industry  companies  work  related  to  the  design  and
production  of  a  pre-production   prototype  aircraft.  Our  most  significant
accomplishment  in the continued  development of the prototype  during the three
months  ended March 31, 2004 have been in the area of  developing a customer for
the FF-1080.

     We continue to pursue various  direct sales  initiatives  with  prospective
customers.  Our major  focus is on the  international  market,  where we believe
buyers would be willing to begin committing  funds to eventual  purchases of our
planes earlier than their domestic counterparts.

     Our  presence at the 2003 NBAA  (National  Business  Aviation  Association)
Convention the second week of September did not include a display booth. Rather,
management  attended to meet with suppliers and other  industry  contacts at the
convention.  Our primary marketing goal over the next 12 months is to secure the
financing required for the final development of the prototype aircraft.  We will
also  continue  to  successfully  display  the  mockup of our  plane to  various
potential customers and vendors at the Company headquarters.

     Considering  our  planned use of funds as  described  in form  SB-2/A,  and
providing that management can secure financing,  our planned expenditures during
the 12 months  following  the  receipt  of  financing  are as  follows  (numbers
rounded):



                                       16
<PAGE>
<TABLE>
<CAPTION>

         Prototype aircraft development       $ 6,200,000

         FF-1080 certification program         20,123,000

         Sales and marketing expense            1,400,000

         General and administrative expense     4,500,000

         Working capital                        2,442,000
                                              -----------

         Total planned expenditures           $34,665,000
                                              ===========


     Our cash commitments are minimal, allowing us great flexibility in reacting
to  funding  shortfalls.  Cash  commitments  consist of the  following  (numbers
rounded):

                  Office rent       $228,000 per year through
                                        May 31, 2008

                  Plane rent        $36,000 per year through
                                        October 31, 2004

     Our  non-executive  employees are hired at will. Our  employment  contracts
with Company  executives  provide that salaries are paid on a best efforts basis
only (until such time as major financing is achieved,  defined generally as debt
or equity funding of $20 million).

     Since our  funding  has  fallen to less than 50% of the  amounts  described
above we have put the  prototype  and  certification  program  on hold,  and are
devoting our monies and energies  instead to the acquisition  strategy  outlined
above, as well as sales and marketing efforts to generate  purchase  commitments
which we would then attempt to leverage in order to obtain additional financing.

Results of Operations

Research and Development


                                                                              For the period
                                                                              July 17, 1990)
            For the quarter ended                 For the period ended        (inception) to
      March 31, 2004    March 31, 2003     March 31, 2004   March 31, 2003    March 31, 2004
      --------------    --------------    --------------    --------------    --------------
<S>     <C>               <C>                <C>               <C>              <C>
         $71,129           $100,540           $71,129          $100,540         $5,776,989

     Research and  development  expenses  consist of the  continuing  design and
engineering of the FF-1080, including the costs of mockup construction. The more
significant  components of these expenses are  amortization  of patent costs and
salaries.

     Research and development  expenses decreased $29,411, or 29%, over the same
quarter a year ago. These decreases are consistent with the current  scarcity of
funding for research and development efforts.



                                       17
<PAGE>

General and Administration

                                                                              For the period
                                                                              July 17, 1990)
            For the quarter ended                 For the period ended        (inception) to
      March 31, 2004    March 31, 2003     March 31, 2004   March 31, 2003    March 31, 2004
      --------------    --------------    --------------    --------------    --------------
         $354,209          $320,347          $354,209          $320,347         $6,995,360


     General  and  administration  expenses  reflect  the  basic  costs of doing
business.  Such costs include bad debt expense  associated with an allowance for
doubtful accounts relative to loans to officers,  depreciation expense, dues and
subscriptions,  business  insurance,  telephone  expense,  and salaries of those
employees  charged with such tasks as  reception,  office  management,  investor
relations, budgeting and contract negotiations.

     General and administration  expenses  increased  $33,862,  or 11%, over the
same  quarter a year ago.  These  increases  are  consistent  with  increases in
salaries and benefit costs.

Marketing

                                                                              For the period
                                                                              July 17, 1990)
            For the quarter ended                 For the period ended        (inception) to
     March 31, 2004     March 31, 2003     March 31, 2004   March 31, 2003    March 31, 2004
      --------------    --------------    --------------    --------------    --------------
         $9,252            $74,493           $9,252            $74,493          $2,951,466
</TABLE>


     Marketing expenses consist of continuing efforts to promote the Company and
its business  activities  with  potential  customers,  suppliers  and  financing
sources.  The more  significant  components of these  expenses are travel costs,
entertainment costs and salaries.

     Marketing expenses decreased $65,241,  or 88%, over the same quarter a year
ago. These decreases are consistent with less funds being available.

Liquidity and Capital Resources
-------------------------------

     Our business plan  continues to focus on expediting the  certification  and
production  of the  FF-1080  in order to get the  aircraft  to market  within 30
months of receiving  funding  required to complete the pre production  prototype
aircraft.  Subject to  adequate  financing,  we plan to  complete  the  detailed
engineering of the FF-1080  pre-production  prototype  aircraft and to construct
the prototype aircraft within one year from receiving the financing. The FF-1080
pre-production  prototype is a pre-certification,  non-production  aircraft that
will be built under the regulations for experimental aircraft.



                                       18
<PAGE>

     During the three  months  ended March 31, 2004 we have been  successful  in
raising  $228,135 in equity funding through sales of private or public stock. We
used that money to fund the  $36,967  cash cost of  continuing  operations  (see
discussion of Results of Operations,  above),  purchase  additional property and
equipment of $3,090,  and provide a further  advance to our officers of $16,811.
In addition, cash reserves were increase in the amount of $122,585.

     We will continue  efforts to secure the funding  necessary for the program.
This includes our current  marketing and  customer-development  program aimed at
securing  orders  for the  FF-1080  aircraft.  We  expect  to  continue  to fund
operations through  private-placement  sales of common stock and/or warrants. We
continue to examine  other  possible  options to fund  continuing  operations as
well. See the discussion under Future Prospects for consideration of alternative
funding sources/courses of action should we be unable to obtain the funding here
contemplated.

     There can of course be no assurance  that these funding  events will occur,
or that the  market  value of our stock  will  remain at  levels  sufficient  to
provide the funding required for continued operations or future development. Nor
is there any  assurance  that we will ever begin  manufacturing  airplanes  on a
commercially  viable basis.  With no revenue stream,  a net loss of $432,444 for
the three  months ended March 31, 2004 and a net loss from  inception  (July 17,
1990) to March 31, 2004 of  $17,283,821,  as well as  continuing  negative  cash
flows from  operations,  we will be  dependent  upon some or all of the  funding
events herein described  and/or a sustainable  market value of our stock for the
foreseeable  future,  and  there is  significant  risk that we will be unable to
continue as a going concern.

     Certain parts of the forgoing  discussion and analysis may include forward-
looking statements. Such statements include expressions as to our intent, belief
or current  expectations or projections  with respect to our future  operations,
performance or position.  Such forward-looking  statements are not guarantees of
future  events and involve risks and  uncertainties.  Actual events and results,
including  the results of our  operations,  could differ  materially  from those
anticipated by such  forward-looking  statements as a result of various factors,
including those set forth in Form SB-2.

Item 3. Controls and Procedures.
--------------------------------

     While we are a small company with limited  resources,  we employ  effective
and  reasonable  efforts to  maintain  internal  controls  over  disclosure  and
financial  reporting.  The Company maintains  disclosure controls and procedures
that are  designed to ensure that  information  required to be  disclosed in the
Company's Securities Exchange Act reports is recorded, processed, summarized and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's  rules and forms,  and that such  information  is  accumulated  and
communicated  to the  Company's  management,  including  the  President and Vice
President of Operations,  as appropriate,  to allow timely  decisions  regarding
required disclosure.


                                       19
<PAGE>


     We employ an  economically  effective means of dividing tasks and duties to
protect the fiduciary  integrity of the Company.  The Company  employs  multiple
levels of checks and  balances  with both  internal  and  external  resources to
assure  accurate  financial   reporting,   including  without  limitation,   the
structural  separation  of the  accounts  payable,  check  signing  and  account
reconciliation  functions.  Through  timely  reviews of  financial  reports  and
periodic reviews of processes and resources,  management  regularly assesses the
accuracy and effectiveness of the financial reporting.

     When  the  Company   registered   the  SB-2,   the  Company  was  deemed  a
"developmental  stage  company",  requiring  that it provide  audited  financial
statements since its inception.  The Company's  auditors were able to review and
audit the Company's records for the full 10-year period. The Company's financial
controls,   policies,   procedures   and  checks  and  balances   have  remained
substantially  unchanged.  Management  believes  that  the  Company's  financial
controls,  policies and procedures are and remain adequate, for its current size
and transaction volume.

     There have not been any  changes in the  Company's  internal  control  over
financial  reporting (as such term is defined in Rules  13a-15(e) and 15d- 15(e)
under the  Securities  Exchange  Act) during the fiscal year ended  December 31,
2003 that have  materially  affected,  or are  reasonably  likely to  materially
affect the Company's internal control over financial reporting.


                           Part II -OTHER INFORMATION

Item 1.  Legal Proceedings.
---------------------------

     There are no material legal proceedings to which the Company is party or to
which the Company is subject or pending and no such  proceeding  is known by the
Company to be contemplated.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
-------------------------------------------------------------------

     From  January  1, 2004 to March 31,  2004 the  Company  sold  shares for an
aggregate of 912,540 shares of common stock at $0.25 per share.  The stocks were
valued at $.25 per share, or $228,135.  In addition,  a stockholder  converted a
note  payable in the amount of $300,000  plus the accrued  interest  into common
stock. The Company issued 1,200,000 shares of stock in exchange for cancellation
of the note.  During this period,  the Company also obtained  operating  capital
from   existing   shareholders   through  the  private   sale  and  issuance  of
unregistered/restricted common shares. In this regard, the Company issued 75,000
shares of common stock in exchange for loans.

Item 3. Defaults Upon Senior Securities.
----------------------------------------

     None.



                                       20
<PAGE>

Item 4. Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------

     None.

Item 5. Other Information.
--------------------------

     None.

Item 6. Exhibits
----------------

Exhibit No.     Description
-----------     -----------
31.1            Principal Executive certification
31.2            Principal Financial Officer certification
32              Section 1350 Certifications






















                                       21
<PAGE>

                                   SIGNATURES


     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                                 Registrant:
                                                 AMERICAN UTILICRAFT CORPORATION

Date: November 19, 2004                           /s/ John Dupont
                                                 -------------------------------
                                                 John J. Dupont, President,
                                                 Chief Executive Officer


Date: November 19, 2004                           /s/ John Dupont
                                                 -------------------------------
                                                 John J. Dupont, President,
                                                 Chief Executive Officer


Date: November 19, 2004                           /s/ M. Karen Shoemaker
                                                 -------------------------------
                                                 M. Karen Shoemaker, Principal
                                                 Accounting Officer


















                                       22