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

                                   Form 10-QSB
   QUARTERLY REPORT UNDER SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:September 30,2003
                               ------------------
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)

           554 Briscoe Blvd.
        Lawrenceville, Georgia*                            30045
----------------------------------------       ---------------------------------
(Address of principal executive offices)                   (Zip Code)


         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 September 30, 2003 there were 15,242,732  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















<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




<PAGE>
<TABLE>
<CAPTION>




                         American Utilicraft Corporation
                                  Balance Sheet
                                  Accrual Basis


                                     ASSETS
                                                             September 30,    December 31,
                                                                 2003            2002
                                                             ------------    ------------
<S>                                                          <C>             <C>
Current assets:
    Cash                                                     $      4,996    $     38,344
    Prepaid rent                                                  103,946          10,488
    Other assets                                                   39,609           9,518
                                                             ------------    ------------
         Total current assets                                     148,551          58,350

Prepaid rent, non-current                                         402,442         568,616
Property and equipment, net of
    accumulated depreciation                                      152,988         187,497
Other assets,
    net of accumulated amortization                               674,284         800,713
                                                             ------------    ------------
Total assets                                                 $  1,378,265    $  1,615,176
                                                             ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses                    $  1,715,025    $  1,158,864
    Notes payable                                               1,522,073         321,042
    Deferred compensation                                         938,351         649,686
                                                             ------------    ------------
         Total current liabilities                              4,175,449       2,129,592
Lease payable - long term                                            --            14,266
                                                             ------------    ------------
         Total liabilities                                      4,175,449       2,143,858
                                                             ------------    ------------

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;
         15,242,732 and 13,195,732 shares issued
         and outstanding, respectively                                152             131
    Paid in capital                                            12,961,616      12,871,168
    Deficit accumulated during the development stage          (15,758,972)    (13,400,001)
                                                             ------------    ------------

         Total stockholders' equity                            (2,797,184)       (528,682)
                                                             ------------    ------------

Total liabilities and stockholders' equity                   $  1,378,265    $  1,615,176
                                                             ============    ============
</TABLE>



                                       4
<PAGE>





                         American Utilicraft Corporation
                             Statement of Operations


                                                                  For the period
                                  For the three   For the three    July 17, 1990
                                 quarters ended  quarters ended   (inception) to
                                  Sept 30, 2003   Sept 30, 2002    Sept 30, 2003
                                  -------------   -------------    -------------

Revenues:                         $     241,031   $        --      $     241,031

    Costs of goods sold                 863,821            --            863,821
                                  -------------   -------------    -------------

Gross loss                              622,790            --            622,790

Expenses:
    Research and development            318,658         517,440        5,591,823
    General and administrative        1,155,140         810,127        6,237,460
    Marketing                           198,340         403,412        2,893,808
                                  -------------   -------------    -------------

    Loss from operations              2,294,928       1,730,979       15,345,881
                                  -------------   -------------    -------------

Other income and expense:
    Interest income                      30,976          26,658          161,566
    Interest expense                    113,093           3,072          981,250
    Other income                         18,074            --             23,074
                                  -------------   -------------    -------------

    Total other expense                  64,043         (23,586)         796,610
                                  -------------   -------------    -------------

Net loss before
    extraordinary item                2,358,971       1,707,393       16,142,491

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

Net loss                          $   2,358,971   $   1,707,393    $  15,758,972
                                  =============   =============    =============


Basic and diluted loss per
    common share before
    extraordinary item            $        0.22   $        0.17    $        2.17

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

Basic and diluted loss per
    common share                  $        0.22   $        0.17    $        2.22
                                  =============   =============    =============

Weighted average number
    of common shares outstanding     10,498,976      10,267,231        7,427,192
                                  =============   =============    =============



                                       5
<PAGE>
<TABLE>
<CAPTION>



                                                         For the        For the
                                                      quarter ended   quarter ended
                                                       September 30,  September 30,
                                                          2003             2002
                                                       ------------    ------------
<S>                                                    <C>             <C>
Revenues:                                              $    217,029    $       --

Costs of goods sold                                         610,972            --
                                                       ------------    ------------

Gross loss                                                  393,943            --

Expenses:
    Research and development                                109,654         172,937
    General and administrative                              390,614         269,175
    Marketing                                                61,732         136,709
                                                       ------------    ------------

    Loss from operations                                    955,943         578,821
                                                       ------------    ------------


Other income and expense:
    Interest income                                          10,576           9,298
    Interest expense                                         23,050           1,135
    Other income                                             14,513            --
                                                       ------------    ------------

    Total other expense                                      (2,039)         (8,163)
                                                       ------------    ------------

Net loss                                               $    953,904    $    570,658
                                                       ============    ============


Basic and diluted loss per common share                $       0.09    $       0.06
                                                       ============    ============

Weighted average number of common shares outstanding     10,498,876      10,204,153
                                                       ============    ============
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>



                         American Utilicraft Corporation
                             Statement of Cash Flows


                                                                        For the three    For the three   July 17, 1990
                                                                      quarters ended   quarters ended   (inception) to
                                                                       Sept 30, 2003    Sept 30, 2002    Sept 30, 2003
                                                                       -------------    -------------    -------------
<S>                                                                    <C>              <C>              <C>
Cash flows from operating activities:
    Net loss                                                           $  (2,358,971)   $  (1,707,393)   $ (15,758,972)
                                                                       -------------    -------------    -------------
   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                                 81,681             --            884,881
        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                                        168,052          186,418          922,518
        Loss on disposal of assets                                              --               --             29,878
        Bad debt provision, loans to
           officers                                                           43,870           65,641          543,495

    Changes in assets and liabilities:
        Decrease in prepaid rent                                              72,716            8,066           83,204
        Increase in other assets                                             (30,091)            --            (39,609)
        Increase in accounts payable                                         556,161          288,624        1,715,025
        Increase in deferred compensation                                    288,665          227,877          938,351
                                                                       -------------    -------------    -------------

        Total adjustments                                                  1,181,054          776,626        6,192,285
                                                                       -------------    -------------    -------------

Net cash used in operating activities                                     (1,177,917)        (930,767)      (9,566,687)
                                                                       -------------    -------------    -------------

Cash flows from investing activities:
    Increase of prepaid rent                                                    --               --            (28,842)
    Increase in deferred offering costs                                       18,805          (79,870)        (768,369)
    Purchases of property and equipment                                       (7,114)         (15,473)        (581,877)
    Loans to officers                                                        (43,870)         (65,741)        (543,494)
                                                                       -------------    -------------    -------------

Net cash used in investing activities                                        (32,179)        (161,084)      (1,922,582)
                                                                       -------------    -------------    -------------

Cash flows from financing activities:
    Proceeds from issuance of capital
        stock                                                                136,665          923,000        8,558,671
    Proceeds from issuance of common
        stock warrants                                                          --               --          1,578,000
    Return of common stock purchase amount                                   (11,500)            --            (11,500)
    Proceeds from note payable                                             1,065,849             --          1,386,891
    Principal payments on lease payable                                      (14,266)          (8,541)         (17,797)
                                                                       -------------    -------------    -------------

Net cash provided by financing activities                                  1,176,748          914,459       11,494,265
                                                                       -------------    -------------    -------------
</TABLE>

                                       7
<PAGE>
<TABLE>
<CAPTION>


                                   -Continued-


                                                                                     For the period
                                                    For the three     For the three   July 17, 1990
                                                   quarters ended    quarters ended  (inception) to
                                                    Sept 30, 2003    Sept 30, 2002    Sept 30, 2003
                                                    -------------    -------------    -------------

<S>                                                       <C>             <C>                 <C>
Net decrease in cash                                      (33,348)        (177,392)           4,996

Cash, beginning of the period                              38,344          177,764             --
                                                    -------------    -------------    -------------

Cash, end of the period                             $       4,996    $         372    $       4,996
                                                    =============    =============    =============



Supplemental disclosures of noncash transactions:

Common stock issued for loan interest               $      81,681    $        --      $     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 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, 2003.

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


                                       9
<PAGE>

     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.

     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 $953,904 and $570,658 during
     the  three  months  ended  September  30,  2003  and  September  30,  2002,
     respectively,  and  has  incurred  losses  since  formation,  resulting  in
     accumulated  deficits of  $15,758,972  and  $12,572,499 as of September 30,
     2003 and  September  30,  2002,  respectively.  For the three  months ended
     September 30, 2003 and September 30, 2002,  respectively,  the Company also
     generated  negative cash flow from  operations of $1,177,917  and $930,767.


                                       12
<PAGE>


     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.

5.   Stockholders Equity


          During the quarter ended March 31, 2003,  the Company  issued  170,000
     shares of its common stock to various  individuals.  The stocks were valued
     between  $.03 and $.06 per  share.  The  issuance  of these  shares  was in
     accordance with loan agreements signed with various stockholders.  The loan
     agreements required the interest accruing on the notes to be paid in stock.
     An annual interest rate of 16.67% was used for these transactions.

          During the quarter ended June 30, 2003, the Company  issued  1,150,000
     shares of its common stock to various  individuals.  The stocks were valued
     between  $.03 and $.06 per  share.  The  issuance  of these  shares  was in
     accordance with loan agreements signed with various stockholders.  The loan
     agreements required the interest accruing on the notes to be paid in stock.
     An  annual  interest  rate of  between  10% and  16.67%  was used for these
     transactions.

          In addition,  during the quarter ended June 30, 2003, the Company sold
     20,000 shares of its common stock to an  individual.  The stock sale was at
     $.50 per share,  or $10,000.  The Company  issued 342,000 shares to another
     stockholder in accordance with the  anti-dilution  clause  contained in the
     stockholder's original warrant agreement.


                                       13
<PAGE>


          During the quarter  ended  September  30,  2003,  the  Company  issued
     175,000 shares of its common stock to various individuals.  The stocks were
     valued between $.01 and $.04 per share. The issuance of these shares was in
     accordance with loan agreements signed with various stockholders.  The loan
     agreements required the interest accruing on the notes to be paid in stock.
     An  annual  interest  rate of  between  10% and  16.67%  was used for these
     transactions.

          In addition,  during the quarter ended September 30, 2003, the Company
     sold 100,000 shares of its common stock to various  individuals.  The stock
     sales were at $.50 to $1.84 per share, or a total of $228,573.

6.   Stock Warrants

          No Stock  warrants  were issued  during the  nine-month  period  ended
     September 30, 2003.

          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 nine months ended  September 30, 2003. Pro forma net
     loss and loss per share are as follows:

                                                                  For the period
                                                  For the three    July 17, 1990
                                                  quarters ended  (inception) to
                                                  September 30,    September 30,
                                                        2003            2003

       Pro forma net loss                         $   2,542,508   $   15,942,509
                                                  =============   ==============
       Pro forma basic and diluted loss per
         common share before extraordinary item   $        0.24   $         2.15
       Extraordinary item: gains on
         extinguishment of debt                            --               2.09
                                                  -------------   --------------
       Pro forma basic and diluted
         loss per common share                    $        0.24   $         4.24


          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,  2003 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.


                                       14
<PAGE>


7.   Due from officers


          Since 1993 the Company has, from time to time,  advanced  funds to its
     President, such amounts aggregating to $543,495 through September 30, 2003.
     Interest,  imputed  at an  annual  rate of 8%,  has been  accrued  on these
     lendings, such interest Annual income amounting to $29,425 in 2003.

          The  Company  has  advanced  amounts  aggregating  $30,080  to another
     officer through September 30, 2003.

          By Board  resolution,  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 $573,575 as of September 30,
     2003.

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, 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
     2003.


                                       15
<PAGE>



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 nine months ended September 31, 2003, the Company continued
     efforts in a strong  marketing  and  customer-development  program aimed at
     securing  orders  for the  FF-1080  aircraft.  This  program  includes  the
     researching  potential  end-user  industries (and specific companies within
     those  industries),   viable  air-cargo  operations,   and  existing  cargo
     aircraft.  In-house  expertise  is  being  used  to  help  solve  potential
     customers' current fulfillment  problems,  present long-term solutions with
     far-reaching advantages of the customer utilizing a fleet of FF-1080's, and
     generate an order for FF-1080 aircraft

          The  Company  continued   efforts   researching  and  analyzing  other
     companies for their  suitability as an acquisition or as a merger  partner.
     We have focused on companies within the aerospace and logistics  industries
     that would enhance AUC's operational  capabilities.  We have researched and
     identified  companies whose  acquisition  would facilitate the financing of
     the  FF-1080  development  program.  We have opened  discussions  regarding
     acquisition.  We  have  worked  with  financing  groups  interested  in the
     possibility  of benefits of financing  the  purchasing of a company for our
     acquisition.  We have no  agreements  at this time  regarding  any of these
     companies'  intent to be acquired  nor can we  guarantee  that any of these
     companies  will be agreeable to such an  arrangement.  Nor can we guarantee
     that financing will be made available for such a purchase, were we to reach
     an agreement.

          Monies raised by the  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
     accomplishment  in the continued  development  of the prototype  during the
     nine months ended  September 30, 2003 has been in the developing a customer
     for the  FF-1080.  To  date,  no  agreements  have  been  reached  with any
     prospective company.


                                       16
<PAGE>


          We  continue  to  pursue   various  direct  sales   initiatives   with
     prospective  customers.  Our current 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   are    currently    engaged   in   a   strong    marketing    and
     customer-development  program  aimed at  securing  orders  for the  FF-1080
     aircraft.   This  program  includes  the  researching   potential  end-user
     industries  (and  specific  companies  within  those  industries),   viable
     air-cargo  operations,  and existing cargo aircraft.  In-house expertise is
     being used to help solve potential customers' current fulfillment problems,
     present long-term  solutions with  far-reaching  advantages of the customer
     utilizing a fleet of FF-1080's, and generate an order for FF-1080 aircraft.
     A  strong  customer  order  would  then  be  used to  attempt  to  leverage
     developmental  financing.  We  have  secured  the use of  five  Cessna  404
     aircraft in cargo  configuration  for use in this  program,  as well as the
     services of operating  airlines and  additional  aircraft and  resources at
     their disposal.

          Our presence at the 2003 NBAA (National Business Aviation  Convention)
     Convention,  as in  2002,  did not  include  a  display  booth.  Management
     attended  to  meet  with  suppliers  and  other  industry  contacts  at the
     convention.  Our primary  marketing  goal over the next 12 months is to use
     our  in-house  expertise  in the  air-cargo  industry  to  demonstrate  the
     industry-knowledge  that has gone into the design of the FF-1080  aircraft.
     We will employ our knowledge of aircraft operations,  fulfillment and route
     analysis to build relations with potential  customers and companies capable
     of  influencing  an order of FF-1080  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):

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


                                       17
<PAGE>
<TABLE>
<CAPTION>



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

     Costs of goods Sold


                                                                                          For the period
                                                                                          July 17, 1990)
           For the quarter ended                     For the two quarters ended           (inception) to
           ---------------------                     --------------------------
     Sept. 30, 2003        Sept. 30, 2002       Sept. 30, 2003        Sept. 30, 2002      Sept. 30, 2003
     --------------        --------------       --------------        --------------      --------------
<S>  <C>                   <C>                  <C>                   <C>                 <C>
     $      610,972        $         --         $      863,821        $         --        $      863,821
</TABLE>

          Costs of goods  sold  reflect  the  costs  associated  with  providing
     freight  delivery  services.  The  more  significant  components  of  these
     expenses are lease costs of aircraft,  pilot  salaries,  aircraft  fuel and
     insurance for the freight delivery services.

          Cost of goods sold increased $63,283,  or 37%, over the same quarter a
     year ago, and $198,782,  or 38% over the same six-month  period a year ago.
     These  increases  are  consistent  with the company  just  beginning  these
     services.


                                       18
<PAGE>
<TABLE>
<CAPTION>



         Research and Development


                                                                                             For the period
                                                                                              July 17, 1990)
               For the quarter ended                     For the two quarters ended           (inception) to
               ---------------------                     --------------------------
         Sept. 30, 2003        Sept. 30, 2002       Sept. 30, 2003        Sept. 30, 2002      Sept. 30, 2003
         --------------        --------------       --------------        --------------      --------------
<S>      <C>                   <C>                  <C>                   <C>                 <C>
         $      109,654        $      172,937       $      318,658        $      517,440      $    5,591,823
</TABLE>

               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, costs related to a plane used for
         instrument testing and salaries.

                  Research and development expenses decreased $63,283, or 37%,
         over the same quarter a year ago, and $198,782, or 38% over the same
         nine-month period a year ago. These decreases are consistent with the
         current scarcity of funding for research and development efforts.

         General and Administration
<TABLE>
<CAPTION>


                                                                                              For the period
                                                                                              July 17, 1990)
               For the quarter ended                        For the period ended              (inception) to
               ---------------------                        --------------------
         Sept. 30, 2003        Sept. 30, 2002       Sept. 30, 2003        Sept. 30, 2002      Sept. 30, 2003
         --------------        --------------       --------------        --------------      --------------
<S>      <C>                   <C>                  <C>                   <C>                 <C>
         $      390,614        $      269,175       $    1,155,140        $      810,127      $    6,237,460
</TABLE>



          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 $121,439,  or 45%, over
     the same quarter a year ago,  and  $345,013 or 43% over the same  six-month
     period a year ago. These  increases are  consistent  with less effort being
     devoted to research and development.


                                       19
<PAGE>
<TABLE>
<CAPTION>





     Marketing


                                                                                         For the period
                                                                                          July 17, 1990)
           For the quarter ended                       For the quarter ended              (inception) to
           ---------------------                       ---------------------
     Sept. 30, 2003        Sept. 30, 2002       Sept. 30, 2003        Sept. 30, 2002      Sept. 30, 2003
     --------------        --------------       --------------        --------------      --------------
<S>  <C>                   <C>                  <C>                   <C>                 <C>
     $       61,732        $      136,709       $      198,340        $      403,412      $    2,893,808
</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 $74,977,  or 55% over the same quarter a
     year ago, and $205,072,  or 51% over the same six-month  period 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.

          During  the  nine  months  ended  September  30,  2002  we  have  been
     successful in raising  $136,665 in equity funding  through a combination of
     private stock and public stock sales. In addition,  short-term notes in the
     amount of $1,065,849 were signed. We used that money to fund the $1,181,054
     cash  cost  of  continuing   operations   (see  discussion  of  Results  of
     Operations,  above), pay for additional offering costs of $18,805, purchase
     additional  property and equipment of $7,114,  provide a further advance to
     our officers of $43,870,  and this reduced our working  capital  reserve by
     $33,348.

          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


                                       20
<PAGE>


     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 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 $953,904 for the nine
     months ended  September  30, 2003,  a net loss of  $2,358,971  for the nine
     months ended  September  30, 2003 and a net loss from  inception  (July 17,
     1990) to September 30, 2003 of $15,758,972,  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


                                       21
<PAGE>

     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.


                           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  June  31,  2003 to  September  30,  2003  the  Company  obtained
     operating capital from existing  shareholders  through the private sale and
     issuance of  unregistered/restricted  common  shares.  In this regard,  the
     Company issued 125,000 shares of common stock in exchange for loans. During
     this period, the Company also sold shares for an aggregate of 90,000 shares
     of common stock at $0.50 per share.

          On August  14,  2003 the  Company  issued  100,000  shares to  Richard
     Trolard in exchange for a loan.  On  September  8, 2003 the Company  issued
     25,000  shares to Glenn  Barrett in exchange for a loan.  On September  29,
     2003, the Company issued 25,000 shares to Dallas Roose,  Merlen Roose,  and
     Todd Mulford in exchange for loans.

     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.     Discriptions
     ----------      ------------
     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 11, 2004                          /s/ John Dupont
                                                 -------------------------------
                                                 John J. Dupont, President,
                                                 Chief Executive Officer


Date: November 11, 2004                          /s/ John Dupont
                                                 -------------------------------
                                                 John J. Dupont, President,
                                                 Chief Executive Officer


Date: November 11, 2004                          /s/ M. Karen Shoemaker
                                                 -------------------------------
                                                 M. Karen Shoemaker, Principal
                                                 Accounting Officer


                                       23