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, 2002 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, 2002 there were 10,194,232  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]

         *During the period relevant to this filing,  the Company was located at
300 Petty Road, N.E. Lawrenceville, Georgia 30043




<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......16
  Item 3       Controls and Procedures........................................21

Part II - Other Information...................................................22
  Item 1       Legal Proceedings..............................................22
  Item 2       Unregistered Sales of Equity Securities and Use of Proceeds....22
  Item 3       Defaults Upon Senior Securities................................22
  Item 4       Submission of Matters to a Vote of Security Holders............22
  Item 5       Other Information..............................................22
  Item 6       Exhibits.......................................................22















                                       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,
                                                                 2002            2001
                                                             ------------    ------------
<S>                                                          <C>             <C>
Current assets:
    Cash                                                     $     19,137    $    177,765
    Prepaid rent                                                   10,488          10,688
    Other assets                                                    8,618           8,518
                                                             ------------    ------------

         Total current assets                                      38,243         196,971

Prepaid rent, non-current                                          15,732          18,354
Property and equipment, net of
    accumulated depreciation                                      288,571         293,867
Due from officers, net of allowance
    for doubtful accounts                                             101               1
Patents, intellectual property and designs,
    net of accumulated amortization                               927,142         969,285
                                                             ------------    ------------

Total assets                                                 $  1,269,789    $  1,478,478
                                                             ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                    $    749,083    $    671,399
    Deferred compensation                                         415,321         334,648
                                                             ------------    ------------
         Total current liabilities                              1,164,404       1,006,047
Lease payable - long-term                                          13,751          17,012
                                                             ------------    ------------

         Total liabilities                                      1,178,155       1,023,059
                                                             ------------    ------------

Stockholders' equity
    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;
         10,194,232 and 9,909,232 shares issued
         and outstanding, respectively                                 98              98
    Additional paid in capital                                 11,552,832      11,320,407
    Accumulated deficit during the development stage          (11,461,316)    (10,865,106)
                                                             ------------    ------------

         Total stockholders' equity                                91,634         455,419
                                                             ------------    ------------

Total liabilities and stockholders' equity                   $  1,269,789    $  1,478,478
                                                             ============    ============
</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, 2002    March 31, 2001    March 31, 2002
                                   --------------    --------------    --------------
<S>                                <C>               <C>               <C>
Revenues:

Expenses:
    Research and development       $      187,049    $      270,202    $    4,777,489
    General and administration            270,440           178,373         4,207,615
    Marketing                             146,096           159,990         2,310,370
                                   --------------    --------------    --------------

    Loss from operations                  603,585           608,565        11,295,474
                                   --------------    --------------    --------------

Other income and expense:
    Interest income                         8,461             6,139           102,705
    Interest expense                        1,086               194           657,066
    Other income                             --                --               5,000
                                   --------------    --------------    --------------

    Total other expense                    (7,375)           (5,945)          549,361
                                   --------------    --------------    --------------

Net loss before
    extraordinary item                    596,210           602,620        11,844,835

Extraordinary item: gains on
    extinguishment of debt
    (no income tax effect)                   --              25,330           383,519
                                   --------------    --------------    --------------

Net loss                           $      596,210    $      577,290    $   11,461,316
                                   ==============    ==============    ==============


Basic and diluted loss per
    common share before
    extraordinary item             $         0.06    $         0.07    $         1.76

Extraordinary item: gains on
    extinguishment of debt                   --                --                0.06
                                   --------------    --------------    --------------

Basic and diluted loss per
    common share                   $         0.06    $         0.07    $         1.82
                                   ==============    ==============    ==============

Weighted average number
    of common shares outstanding        9,987,564         9,057,590         6,743,166
                                   ==============    ==============    ==============
</TABLE>





                                       5
<PAGE>
<TABLE>
<CAPTION>

                                                          For the           For the
                                                       quarter ended     quarter ended
                                                       March 31, 2002    March 31, 2001
                                                       --------------    --------------
<S>                                                    <C>               <C>
Revenues:

Expenses:
    Research and development                           $      187,049    $      270,202
    General and administration                                270,440           178,373
    Marketing                                                 146,096           159,990
                                                       --------------    --------------

    Loss from operations                                      603,585           608,565
                                                       --------------    --------------


Other income and expense:
    Interest income                                             8,461             6,139
    Interest expense                                            1,086               194
                                                       --------------    --------------

    Total other expense                                        (7,375)           (5,945)
                                                       --------------    --------------
Extraordinary item: gains on
    extinguishment of debt
    (no income tax effect)
                                                                 --              25,330
                                                       --------------    --------------

Net loss                                               $      596,210    $      577,290
                                                       ==============    ==============


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

Weighted average number of common shares outstanding        9,909,232         9,057,590
                                                       ==============    ==============
</TABLE>







                                       6
<PAGE>
<TABLE>
<CAPTION>

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

                         American Utilicraft Corporation
                             Statement of Cash Flows



                                                        For the one       For the one      July 17, 1990
                                                       quarter ended     quarter ended     (inception) to
                                                       March 31, 2002    March 31, 2001    March 31, 2002
                                                       --------------    --------------    --------------
<S>                                                    <C>               <C>               <C>
Cash flows from operating activities:
    Net loss                                           $     (596,210)   $     (577,290)   $  (11,461,316)
                                                       --------------    --------------    --------------
    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                    --                --             648,510
        Common stock issued for rent expense                     --                --             152,049
        Common stock issued fro 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                          62,139            57,400           522,094
        Loss on disposal of assets                               --                --              29,878
        Bad debt provision, loans to
           officers                                            25,391            19,639           439,980

    Changes in assets and liabilities:
        Decrease (increase) in prepaid rent                     2,822             2,622             2,622
        Increase in other assets                                 (100)           (6,371)           (8,618)
        (Decrease)increase in accounts
           payable                                             77,684           (75,986)          749,083
        Increase in deferred compensation                      80,673            49,327           415,321
                                                       --------------    --------------    --------------

        Total adjustments                                     248,609            46,631         3,913,412
                                                       --------------    --------------    --------------

Net cash used in operating activities                        (347,601)         (530,659)       (7,547,904)
                                                       --------------    --------------    --------------

Cash flows from investing activities:
    Decrease (increase)of prepaid rent                           --                --             (28,842)
    Increase in deferred offering costs                       (52,575)          (77,437)         (752,104)
    Purchases of property and equipment                       (14,700)          (12,439)         (569,896)
    Loans to officers                                         (25,491)          (19,639)         (440,080)
                                                       --------------    --------------    --------------

Net cash used in investing activities                         (92,766)         (109,515)       (1,790,922)
                                                       --------------    --------------    --------------

Cash flows from financing activities:
    Proceeds from issuance of capital
        stock                                                 285,000           707,384         7,784,008
    Proceeds from issuance of common
        stock warrants                                           --                --           1,578,000
    Principal payments on lease payable                        (3,260)             --              (4,045)
                                                       --------------    --------------    --------------

Net cash provided by financing activities                     281,740           707,384         9,357,963
                                                       --------------    --------------    --------------



                                   -Continued-



                                       7
<PAGE>



                                                        For the one       For the one      July 17, 1990
                                                       quarter ended     quarter ended     (inception) to
                                                       March 31, 2002    March 31, 2001    March 31, 2002
                                                       --------------    --------------    --------------

Net (decrease) increase in cash                              (158,627)           67,210            19,137

Cash, beginning of the period                                 177,764            83,702              --
                                                       --------------    --------------    --------------

Cash, end of the period                                $       19,137    $      150,912    $       19,137
                                                       ==============    ==============    ==============



Supplemental disclosures of noncash transactions:

Common stock issued for loan interest                  $         --      $         --      $      574,010

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 issued for services                       $         --      $         --      $       45,200

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
</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, 2002.

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  straight-line and accelerated methods 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 3 to 10 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 7 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>

     Recent accounting pronouncements
     --------------------------------

          In June 2000 and in June 1999 the FASB issued, respectively,  SFAS No.
     138,  Accounting for Certain  Derivative  Instruments  and Certain  Hedging
     Activities  - an  amendment  of FASB  Statement  No. 133, and SFAS No. 137,
     Accounting for Derivative  Instruments and Hedging Activities - Deferral of
     the  Effective  Date of FASB  Statement No. 133. The  statements  amend and
     defer,  respectively,  the  provisions  of SFAS  No.  133,  Accounting  for
     Derivative Instruments and Hedging Activities, and are effective for fiscal
     years beginning after June 15, 2000.

          SFAS No. 133 requires  that an entity  recognize  all  derivatives  as
     either assets or liabilities  and measure those  instruments at fair market
     value. Under certain  circumstances,  a portion of the derivative's gain or
     loss is initially reported as a component of other comprehensive income and
     subsequently   reclassified  into  income  when  the  transaction   affects
     earnings. For a derivative not designated as a hedging instrument, the gain
     or loss is  recognized  in income in the period of change.  SFAS No. 133 is
     effective,  as amended by SFAS No. 137, for all fiscal  quarters  beginning
     after June 15, 2000 and  requires  application  prospectively.  The Company
     does not use  derivative  instruments  either in hedging  activities  or as
     investments.

     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.



                                       11
<PAGE>

     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.

     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.



                                       12
<PAGE>

          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 $596,210 and $577,290 during
     the three months ended March 31, 2002 and March 31, 2001, respectively, and
     has incurred losses since formation,  resulting in accumulated  deficits of
     $11,461,316  and  $10,865,106  as of March 31, 2002 and  December 31, 2001,
     respectively. For the three months ended March 31, 2002 and March 31, 2001,
     respectively, the Company also generated negative cash flow from operations
     of $347,601 and $530,659.  Such losses and negative cash flow have resulted
     primarily from  significant  costs  associated  with the development of the
     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.

          Due  to  the  depressed   economic   environment   and  the  currently
     unsustainable financial burden of remaining a fully-reporting  company, the
     Company has moved its public  trading  symbol (AMUC) from the OTC:BB to the
     Pinksheets.   It  is  the   intent  of   Management   to  again   become  a
     fully-reporting  company  and move back to the  OTC:BB or  another  trading
     forum when and if the Company  can raise the funding  required to do so and
     it is beneficial to the Company to do so.



                                       13
<PAGE>

5.   Stockholders Equity

          During the quarter  ended March 31,  2002,  the Company  sold  285,000
     shares of its common stock to various individuals.  The stock sales were at
     $1.00 per share, or $285,000.

6.   Stock Warrants

          During the three month  period  ended  March 31,  2002,  warrants  for
     335,000 shares of common stock were issued.  The warrants provide the right
     for the holders to purchase 335,000 shares of the Company's common stock at
     an exercise price of $1 per share. The exercise price may be later adjusted
     pursuant to an  antidilution  clause.  The  holder's  right to exercise the
     warrant vests as to half of the warrant shares after one year, with vesting
     in the remaining shares occurring after two years. The warrant shall expire
     after three  years.  In the event that the warrant is  partially  or wholly
     exercised,  the holder  agrees to restrict  his sales of common  stock thus
     received to 15% or less of otherwise  trading  volume in any 90 day period,
     with trading  volume  measured as average  weekly trading volume during the
     four weeks immediately prior to such sales.

          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, 2002. If the fair value
     method for  calculating  compensation  cost had been employed,  $183,537 of
     compensation  cost would have been recognized during the three months ended
     March 31, 2001. Pro forma net loss and loss per share are as follows:








                                       14
<PAGE>
<TABLE>
<CAPTION>

                                                         For the one quarter  For the period July 17,
                                                                 ended          1990 (inception) to
                                                            March 31, 2002         March 31, 2002
                                                            --------------         --------------
<S>                                                         <C>                    <C>

      Pro forma net loss                                    $      779,747         $   11,644,853
                                                            ==============         ==============
      Pro forma basic and diluted loss per common share
      before extraordinary item                                       0.08                   1.73
      Extraordinary item: gains on extinguishment of debt             --                     1.67
                                                            --------------         --------------
      Pro forma basic and diluted loss per common share     $         0.08         $         3.40
                                                            ==============         ==============
</TABLE>


          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,  2002 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 $413,371  through March 31, 2002.
     Interest,  imputed  at an  annual  rate of 8%,  has been  accrued  on these
     lendings, such interest income amounting to $7,938 in 2002.

          The Company has advanced to another  officer  amounts  aggregating  to
     $26,710 through March 31, 2002.

          By verbal 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 $440,081 as of March 31,
     2002.

8.   Employment agreements

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





                                       15
<PAGE>

                                                                   Annual Salary
                                                                   -------------
            President and Chief Executive Officer                  $     250,000
            Vice President, Marketing                              $     175,000
            Vice President, Operations                             $     125,000

9.   Income Taxes

          Until such 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
     2002.

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

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

     Future Prospects
     ----------------

          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,  2002,  the Company  devoted
     substantial  effort  researching  and analyzing  other  companies for their
     suitability as an acquisition or as a merger partner. We plan to identify a
     company (or companies) whose  acquisition would facilitate the financing of
     the FF-1080 development program, open discussions with candidate companies,
     and develop a plan of acquisition.  We are focusing on companies within the
     aerospace and  logistics  industries  that would enhance AUC's  operational
     abilities.

          During the three month  period  ended  March 31,  2002,  warrants  for
     335,000 shares of common stock were issued.  The warrants provide the right
     for the holders to purchase 335,000 shares of the Company's common stock at
     an exercise price of $1 per share. The exercise price may be later adjusted
     pursuant to an  antidilution  clause.  The  holder's  right to exercise the
     warrant vests as to half of the warrant shares after one year, with vesting
     in the remaining shares occurring after two years. The warrant shall expire
     after three  years.  In the event that the warrant is  partially  or wholly
     exercised,  the holder  agrees to restrict  his sales of common  stock thus
     received to 15% or less of otherwise  trading  volume in any 90 day period,
     with trading  volume  measured as average  weekly trading volume during the
     four weeks immediately prior to such sales.



                                       16
<PAGE>

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

          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
     accomplishments  in the continued  development of the prototype  during the
     three  months  ended March 31, 2002 have been a in the pursuit of companies
     to acquire or merge with. To date, no agreements have been reached with any
     prospective company.

          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.

          We  believe  that  the  adverse  market   conditions   caused  by  the
     ramifications  of the events of September  11th,  have  contributed  to the
     Company's  inability to maintain higher share price and volume.  The equity
     line is completely  dependant upon maintaining a reasonable share price and
     trading volume,  neither of which have occurred, nor are expected to in the
     near future,  as well as the viability of Swartz.  The negative  effects on
     the market  primarily  caused by  terrorism  and  crashes of "dot com" type
     companies,   have   made  the   Company's   equity-line   finance   program
     non-effective. We are pursuing a strategy of acquiring an operating company
     with a 2-year minimum  revenue-stream in order to leverage the financing to
     build and fly the initial  pre-production  prototype aircraft.  The planned
     strategy  is to create a stronger  company  with an income  history  and to
     secure financing through conventional developmental loans.

          Since 1999,  the  Company has  attended  and  exhibited  at the Annual
     National  Business  Aviation  Convention  (NBAA).  The NBAA is the  largest
     aviation  exhibition and convention in the world for business aircraft.  In
     2001,  the  Company had  planned to present  its  full-scale  mockup of the
     FF-1080 aircraft. The Company's exhibit was to be the third largest exhibit
     this year, next to the Boeing and Raytheon exhibits at the convention.  The
     Company expected the results of its  international  debut of the full-scale
     mockup  aircraft  to play a vital  role in  marketing  and  sales  over the
     following 12 months,  as well as,  contributing to the overall  exposure of
     the  Company  to the  public,  with  anticipated  positive  effects  on the
     Company's position in the public marketplace.  The 2001 NBAA Convention was
     scheduled for the week of September  17th, and was  subsequently  cancelled
     due to the events that took place in the U.S. on September 11th.



                                       17
<PAGE>
<TABLE>
<CAPTION>

          The cancellation of the 2001 NBAA Convention has severely affected the
     Company's established near-term marketing and financing strategies.  Due to
     the cancellation,  our primary marketing goal over the next 12 months is 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 that financing are as follows
     (numbers rounded):

     Prototype aircraft development                 $ 6,200,000
     FF-1080-200 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
                                                    ===========

          If funding  does not occur as expected  or if costs are  greater  than
     anticipated,  we may  consider a private debt or equity  financing.  In the
     event of a  shortfall  in  funding,  we will trim back  and/or  modify  our
     expenditures as necessary.  Our cash  commitments are minimal,  allowing us
     great  flexibility  in reacting  to funding  shortfalls.  Cash  commitments
     consist of the following (numbers rounded):

              Office rent                          $52,000 per year through
                                                       December 31, 2003

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

          Our agreement with  Aerostructures  is cancelable  without cause.  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.



                                       18
<PAGE>

     Results of Operations
     ---------------------

          Research and Development

                                                                               For the period
                                                                                commencing at
                                          For the period commencing January    inception (July
          For the quarter ended                   1, 2002 and ended              17, 1990) to
     March 31, 2002     March 31, 2001    March 31, 2002     March 31, 2001     March 31, 2002
     --------------     --------------    --------------     --------------     --------------
     <S>     <C>        <C>               <C>                <C>               <C>
        $187,049           $270,202          $187,049           $270,202          $4,777,489


          Research and development expenses consist of the continuing design and
     engineering of the FF-1080-200, including the costs of mockup construction.
     The more  significant  components  of these  expenses are  amortization  of
     patent  costs,  fees  to   Aerostructures,   fees  to  a  Federal  Aviation
     Administration  (FAA)  consultant,  costs  related  to  a  plane  used  for
     instrument testing and salaries.

          Research and development  expenses decreased $83,153, or 31%, over the
     same quarter a year ago. These are consistent with the current  scarcity of
     funding for the R&D efforts.


         General and Administration
                                                                               For the period
                                                                                commencing at
                                          For the period commencing January    inception (July
          For the quarter ended                   1, 2002 and ended              17, 1990) to
     March 31, 2002     March 31, 2001    March 31, 2002     March 31, 2001     March 31, 2002
     --------------     --------------    --------------     --------------     --------------
        $270,440           $178,373         $270,440            $178,373          $4,207,615


          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 $92,067,  or 52%, over
     the same  quarter a year ago.  This  increase  is due to the  hiring of new
     employees and increases in the compensation paid to officers.



                                       19
<PAGE>

     Marketing


                                                                               For the period
                                                                                commencing at
                                          For the period commencing January    inception (July
          For the quarter ended                   1, 2002 and ended              17, 1990) to
     March 31, 2002     March 31, 2001    March 31, 2002     March 31, 2001     March 31, 2002
     --------------     --------------    --------------     --------------     --------------
        $146,096           $159,990          $146,096           $159,990          $2,310,370
</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 $13,894,  or 9%, 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-1080-200  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-1080-200  pre-production
     prototype  aircraft and to construct the prototype aircraft within one year
     from receiving the financing. The FF-1080-200 pre-production prototype is a
     pre-certification,  non-production  aircraft  that will be built  under the
     regulations for experimental aircraft.

          During the three months  ended March 31, 2002 we have been  successful
     in raising  $285,000 in equity  funding  through a  combination  of private
     stock  sales.  We  used  that  money  to fund  the  $161,079  cash  cost of
     continuing operations (see discussion of Results of Operations, above), pay
     for additional offering costs of $52,575,  purchase additional property and
     equipment  of  $14,700,  and provide a further  advance to our  officers of
     $25,491.

          As noted in the discussion  under Future  Prospects,  above,  we still
     have  available  1,530,580  registered  shares  of  stock  to  sell  to the
     investing public, and another 7,000,000  registered shares of stock to sell
     to Swartz.  The equity line is  completely  dependant  upon  maintaining  a
     reasonable share price and trading volume,  neither of which have occurred,
     nor are  expected to in the near  future,  as well as on the  viability  of
     Swartz.  The negative  effects on the market  primarily caused by terrorism
     and crashes of "dot com" type  companies,  have made the Company's  current
     equity-line finance program virtually  non-effective.  Based on current low
     trading value (below the $4 selling price of the SB-2 registration),  we do
     not believe  that these two  sources of equity  funding  could  generate an



                                       20
<PAGE>

     amount  sufficient  to  conclude  the  development  of  the  pre-production
     prototype and make significant progress on Phase I of the FAA certification
     program,  we will continue efforts to secure the funding  necessary for the
     program. We expect to continue to fund operations through private-placement
     sales of common  stock and/or  warrants.  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 levels  described above. 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 $596,210 for the three
     months ended March 31, 2002 and a net loss from  inception  (July 17, 1990)
     to March 31, 2002 of $11,461,316, 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.  Management assumes full  responsibility for assignment of
duties to personnel to assure timely and accurate  reporting of disclosures  and
financial information.

     The Company uses multiple resources,  internally and externally,  including
but not limited to management,  employees,  outside accountants & auditors,  and
legal  counsels to maintain  adequate  books and records and  accurately  report
necessary  disclosures.  Disclosure  requirements  are monitored by both outside
accounting firm and outside auditors, and reported to management.

     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 accesses the
accuracy and effectiveness of the financial reporting.





                                       21
<PAGE>

                           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, 2002 to March 31, 2002 the Company  sold shares to various
existing  shareholders,  their  friends and family for an  aggregate  of 285,000
shares of common stock at $1.00 per share.

     During the three month period  ended March 31,  2002,  warrants for 335,000
shares of common  stock were  issued.  The  warrants  provide  the right for the
holders to purchase  335,000 shares of the Company's common stock at an exercise
price of $1 per share.  The exercise price may be later adjusted  pursuant to an
antidilution clause. The holder's right to exercise the warrant vests as to half
of the warrant  shares  after one year,  with  vesting in the  remaining  shares
occurring  after two years.  The warrant shall expire after three years.  In the
event that the warrant is partially or wholly  exercised,  the holder  agrees to
restrict  his sales of common  stock thus  received to 15% or less of  otherwise
trading  volume in any 90 day period,  with trading  volume  measured as average
weekly trading volume during the four weeks immediately prior to such sales.

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

     None.

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









                                       22
<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 9, 2004                           /s/ John Dupont
                                                 -------------------------------
                                                 John J. Dupont, President,
                                                 Chief Executive Officer


Date: November 9, 2004                           /s/ John Dupont
                                                 -------------------------------
                                                 John J. Dupont, President,
                                                 Chief Executive Officer


Date: November 9, 2004                           /s/ M. Karen Shoemaker
                                                 -------------------------------
                                                 M. Karen Shoemaker, Principal
                                                 Accounting Officer











                                       23