<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                   FORM 10-QSB
                                   (Mark One)

(X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2004.
                                       OR

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

                              EXCHANGE ACT OF 1934
For the transaction period from         to        .
                                --------  --------

Commission file number    333-57552   .
                       ---------------


                         AMERICAN UTILICRAFT CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                          54-1577735
-------------------------------                ---------------------------------
(State or Other Jurisdiction of                (IRS Employer Identification No.)
Incorporation of Organization)
                                554 Briscoe Blvd.
                          Lawrenceville, Georgia 30045
                          ----------------------------
               (Address of principal executive officers, zip code)

                                  678-376-0898
--------------------------------------------------------------------------------
               (Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [X]

As of March 31, 2004 there were 17,609,748 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.


                                       1

<PAGE>

                          PART 1. FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

                         AMERICAN UTILICRAFT CORPORATION
                            BALANCE SHEET (UNAUDITED)
                              AS OF MARCH 31, 2004


ASSETS
   Current Assets
      Checking/Savings
        Bank of America                                              -79,818.39
        Wachovia Checking                                             486,327.17
                                                                   -------------
      Total Checking/Savings                                          406,508.78

      Accounts Receivable
        Accounts Receivable                                            27,416.65
                                                                   -------------
      Total Accounts Receivable                                        27,416.65

      Other Current Assets
        Accounts Receivable - misc                                     19,092.82
        Inter Company Account - AUCX                                   67,707.99
        Loans to Officers                                                 769.53
        Prepaid Rent                                                   10,488.00
        Security Dep                                                    5,991.00
                                                                   -------------
      Total Other Current Assets                                      104,049.34
                                                                   -------------
   Total Current Assets                                               537,974.77

   Fixed Assets
      Accumulated Depreciation                                       -315,631.31
      Computer Equipment                                              296,764.74
      Equipment                                                       137,243.35
      Fleet Planes                                                    -20,000.00
      Furniture                                                        40,873.21
      Leasehold Improvements                                           96,726.62
                                                                   -------------
   Total Fixed Assets                                                 235,976.61

   Other Assets
      Accumulated amortization                                       -379,287.00
      Patents, IntellectProp & Design                               1,180,000.00
      Prepaid Rent-non current                                          7,866.00
                                                                   -------------
   Total Other Assets                                                 808,579.00
                                                                   -------------
TOTAL ASSETS                                                        1,582,530.38
                                                                   =============


                                       2

<PAGE>

LIABILITIES & EQUITY
   Liabilities
      Current Liabilities
        Accounts Payable
           Accounts Payable                                         1,323,018.28
                                                                   -------------
        Total Accounts Payable                                      1,323,018.28

        Credit Cards
           1st Nat'l Bank of Omaha Visa                                 6,735.53
           Advanta Mastercard                                           1,892.72
           American Express 1                                          69,737.34
           Aspire Visa                                                  6,484.74
           AVFUEL                                                       8,353.60
           Bank of America Credit Cd 1                                  1,536.30
           Bank of America Credit Cd 2                                  1,075.34
           Capital One Visa                                            39,897.10
           Direct Merchants MC                                         19,731.40
           First Ntl Bank of Omaha Visa                                 9,736.37
           Home Depot                                                   1,308.00
           JD Personal Wachovia Visa                                   21,168.75
           Lowes                                                          -25.15
           Multi Service                                                  189.29
           Office Depot                                                 4,873.52
           Providian Mastercard                                         3,556.57
           Wachovia Business Check Card                                31,477.51
                                                                   -------------
        Total Credit Cards                                            227,728.93

        Other Current Liabilities
           Accrued Expenses                                           110,000.00
           Lease Payable - Phone System                                   611.97
           Loan Payable-forklift                                        1,285.91
           Loan Payable Saylor                                        299,034.38
           Loans-Misc Other Short Term                                973,541.70
           Payroll Liabilities                                        249,258.49
           Promissory Note Payable                                     51,500.00
                                                                   -------------
        Total Other Current Liabilities                             1,685,232.45
                                                                   -------------
      Total Current Liabilities                                     3,235,979.66

      Long Term Liabilities
        Deferred Compensation Accrued                                 835,668.00
        Offering costs                                             -1,208,018.49
                                                                   -------------
      Total Long Term Liabilities                                    -372,350.49
                                                                   -------------
   Total Liabilities                                                2,863,629.17

   Equity
      Additional Paid In Capitals                                  13,703,955.53
      Common Stock                                                         98.00
      Opening Bal Equity                                                   -1.86
      Preferred Stock                                                      20.00
      Retained Earnings                                           -15,055,099.21
      Treasury Stock                                                  -65,000.00
      Net Income                                                      134,928.75
                                                                   -------------
   Total Equity                                                    -1,281,098.79
                                                                   -------------
TOTAL LIABILITIES & EQUITY                                          1,582,530.38
                                                                   =============

                                       3

<PAGE>

                         AMERICAN UTILICRAFT CORPORATION
                                  PROFIT & LOSS
                           JANUARY THROUGH MARCH 2004


   Ordinary Income/Expense
         Income
           Income Uncategorized                                       374,746.17
                                                                   -------------
         Total Income                                                 374,746.17

         Cost of Goods Sold
           FLEET OPERATIONS                                               553.30
                                                                   -------------
         Total COGS                                                       553.30

      Gross Profit                                                    374,192.87

         Expense
           G & A EXPENSES                                             160,008.13
           MARKETING EXPENSES                                           7,052.03
           R & D EXPENSES                                              10,339.59
                                                                   -------------
         Total Expense                                                177,399.75
                                                                   -------------
   Net Ordinary Income                                                196,793.12

   Other Income/Expense
      Other Expense
         Interest Exp-forklift                                             97.06
                                                                   -------------
      Total Other Expense                                                  97.06

   Net Other Income                                                       -97.06
                                                                   -------------
Net Income                                                            196,696.06
                                                                   =============


                                       4

<PAGE>
<TABLE>

                                                AMERICAN UTILICRAFT CORPORATION
                                         STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                                          (UNAUDITED)
                                                      AS OF MARCH 31, 2004
<CAPTION>
                                              PREFERRED                                 COMMON
                                                STOCK                                    STOCK
                                ---------------------------------------   ---------------------------------------
                                 ISSUED AND      PRICE           $         ISSUED AND     PRICE            $        ADDITIONAL
                                OUTSTANDING       PER         0.00001     OUTSTANDING      PER          0.00001       PAID-IN
                                   SHARES        SHARE       PAR VALUE       SHARES       SHARE        PAR VALUE      CAPITAL
                                -----------   -----------   -----------   -----------   -----------   -----------   -----------
<S>                               <C>                       <C>            <C>                        <C>           <C>
  Balance December 31, 2003       1,970,787                 $     20.00    15,422,208                 $    154.22   $12,706,720

  Unregistered Stock Sold
    to Existing Shareholders*                                                 912,540    $0.25        $      9.13   $   228,135

  Unregistered Stock Issued
    to Existing Shareholders*
    for Extensions on Loans                                                    75,000                 $      0.75

  Unregistered Stock Issued
    to Existing Shareholder
    for forgiving Debt**                                                    1,200,000                 $     12.00

          Total for 1Q 2004               0                 $      0.00     2,187,540                 $     21.88
                                -----------   -----------   -----------   -----------   -----------   -----------   -----------

     Balance March 31, 2004       1,970,787                 $     20.00    17,609,748                 $    176.10   $12,934,855
                                ===========   ===========   ===========   ===========   ===========   ===========   ============
</TABLE>


*  Existing shareholders and their Friends & Family
** $300,000 debt was forgiven and securing asset allowed to be sold.


                                                      5

<PAGE>


                         AMERICAN UTILICRAFT CORPORATION
                       STATEMENT OF CASH FLOWS (UNAUDITED)
                           JANUARY THROUGH MARCH 2004


      OPERATING ACTIVITIES
        Net Income                                                    134,928.75
        Adjustments to reconcile Net Income to net cash
        provided by operations:
           Inter Company Account - AUCX                                10,000.00
           Accounts Payable                                             3,468.99
           1st Nat'l Bank of Omaha Visa                                 1,153.18
           Advanta Mastercard                                            -214.00
           Aspire Visa                                                 -1,011.47
           Bank of America Credit Cd 1                                   -247.11
           Bank of America Credit Cd 2                                   -286.00
           Capital One Visa                                            20,000.00
           Direct Merchants MC                                            994.52
           First Ntl Bank of Omaha Visa                                  -644.00
           Home Depot                                                  -1,730.00
           JD Personal Wachovia Visa                                    6,329.58
           Office Depot                                                  -696.00
           Providian Mastercard                                          -251.00
           Wachovia Business Check Card                                31,477.51
           Lease Payable - Phone System                                -1,050.31
           Loan Payable-forklift                                         -620.19
           Payroll Liabilities:Fed Unemployment                           268.31
           Payroll Liabilities:Federal W/H                             10,042.64
           Payroll Liabilities:FICA/MCARE                               9,103.78
           Payroll Liabilities:Georgia W/H                              3,016.84
                                                                  --------------
      Net cash provided by Operating Activities                       224,034.02

      FINANCING ACTIVITIES
        Offering costs                                                  2,211.74
                                                                  --------------
      Net cash provided by Financing Activities                        -2,211.74
                                                                  --------------
   Net cash increase for period                                       221,822.28

   Cash at beginning of period                                        184,686.50
                                                                  --------------
   Cash at end of period                                              406,508.78
                                                                  ==============

                                       6

<PAGE>


                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

1. Basis of Presentation

The accompanying interim condensed 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 condensed financial statements should be read in
conjunction with the condensed financial statements and related footnotes
included in the Company's Form SB-2/A.

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

2. Summary of significant accounting policies

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

The preparation of condensed 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 condensed
financial statements and reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

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 due to the Company's losses.

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 condensed financial statements have been prepared assuming that the Company
will continue as a going concern. As shown in the accompanying condensed
financial statements, the Company incurred net losses during the nine months
ended March 31, 2004, and has incurred losses since formation. For the nine
months ended March 31, 2004 the Company also generated negative cash flow from
operations. 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.

                                       7

<PAGE>

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. 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 condensed financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.

5. Stockholders' Equity

From January 5, 2004 to March 29, 2004 the Company sold shares to existing
investors, their friends and family for an aggregate of 912,540 shares of common
stock at $0.25/share.

From January 21, 2004 to February 3, 2004 the Company issued shares to existing
investors, their friends and family for an aggregate of 460,000 shares of common
stock in exchange for extensions on loans. On March 25, 2004 the Company issued
1,200,000 shares of common stock to an existing shareholder in exchange for
allowing the sale of an asset securing a loan from the shareholder and forgiving
a $300,000 debt to that shareholder. The effective value to the Company was
$450,000.

6. Due from officers

Since 1993 the Company has, from time to time, advanced funds to its President.
By agreement between the parties and board resolutions, 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. Interest,
imputed at an annual rate of 8%, has been accrued on these lendings.

7. Debt Owed to Officers

Officers of the Company have loaned money to the Company during this quarter
and past fiscal years for compensation of which to date they have not received.


                                       8

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                                FUTURE PROSPECTS
                                ----------------

We continue to be a development stage research and development company, with no
final 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, some of which are out of our control. There is no
assurance that we can continue as a going concern.

During the nine months ended March 31, 2004, we devoted substantial effort and
cost to securing product sales and raising the capital required to build the
pre-production prototype and well as to conduct the FAA Certification program
for the FF-1080.

On January 13, 2004 the Company announced with WSI Hong Kong, Ltd. that the
companies have entered into an arrangement encompassing exclusivity for the Far
East air freight markets. The Companies signed a Letter of Intent to facilitate
on-going discussions and negotiations for positions on 300 FF-1080 Freight
Feeder Aircraft, including exclusive rights for sales and support in the Far
East Markets.

On January 27, 2004 American Utilicraft Corporation and WSI Hong Kong, Ltd.
jointly announced that the companies have reached successful negotiations for
the purchase of the first production lot of 36 FF-1080 aircraft. The initial
Purchase Agreement for 36 aircraft is the first round of proposed purchases of
future production lots of the FF-1080 aircraft by WSI. Planned production
delivery dates and pricing will be announced at a later date after negotiations
are completed on the Far East Distributorship Agreement between the Companies.

The Company paid off an outstanding balance of over $200,000 to the Federal
Government for employee withholding taxes accrued during previous years.

On March 2, 2004 American Utilicraft Corporation and WSI Hong Kong, Ltd. jointly
announced that the companies have successfully concluded their negotiations for
an exclusive Distributorship Agreement for the Far East markets, including the
acquisition of 300 FF-1080 Freight Feeder aircraft. The Distributorship
Agreement provides WSI Hong Kong, Ltd., with exclusive marketing and sales
rights/responsibilities for the China, Japan, Australia, India and Malaysia
markets.

The Company's specific marketing strategies since 2002 have been aimed at
securing orders for FF-1080 aircraft by demonstrating how the aircraft could
solve real-world logistics problems. While the marketing efforts of the Company
have always given this information, the AUC X-Press initiative, which immersed
the Company's key and support personnel in the management of all aspects of
actual air cargo operations, gave the Company the real-world clout necessary to
get the attention of actual customers.

The Company's unique approach to validating its existing marketing data to
secure needed sales demonstrates the management's understanding of its market
niche, the operational aspects of air cargo operations, route analysis and
optimization, the needs of its customers and how its customers conduct business.
With this proven edge in its niche market, the Company's future business
prospects remain good. The Company's continued performance, therefore, is based
upon securing sufficient finances to conduct its FAA Certification of the
FF-1080 aircraft.

With the international sales effort succeeding, the Company looked to its
options for final assembly buildings. On February 13, 2004 The TSAY Corporation,
entered into a Memorandum of Understanding (MOU) with American Utilicraft
Corporation for an equity investment of $11 million (in assets) by the San Juan
Pueblo, for the purpose of developing aircraft manufacturing jobs for the
Espanola Valley Community. The funds are slated to be used to construct an
80,000 sq. ft. final assembly building for American Utilicraft on the San Juan
Pueblo Airport located just north of Santa Fe, in the town of Espanola. The
State of New Mexico Economic Development Department and the New Mexico Economic
Development Partnership first met American Utilicraft Corporation officials at
the September 2003 NBAA (National Business Aviation Association) Convention.

Monies raised by the stock sales described above have been used to pay debts and
to fund continuing operations. Operationally, the Company remains focused on
steady, solid growth.

                                       9

<PAGE>

                             RESULTS OF OPERATIONS
                             ---------------------

Research and development expenses consist of the continuing design and
engineering efforts of the FF-1080, including the costs of supplier meetings.
The more significant components of these expenses are amortization of patent
costs, fees to a Federal Aviation Administration (FAA) consultant, costs related
to a plane used for instrument testing and salaries. Research and development
expenses are currently very low for this program and will increase greatly when
financing is available for the construction of the pre-production prototype
and/or the FAA Certification program.

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, and investor
relations. Some general and administration expenses decreased over the same
quarter a year ago, and over the same nine-month period a year ago. These
decreases are consistent with a much smaller multi-tasking staff handling
greater workloads. The lease payment for facilities, however is greater,
consistent with the move to the new office/hangar location.

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 over the same
quarter a year ago, over the same nine-month period a year ago. These decreases
are consistent with the lack of funds available to put into place more
aggressive strategies requiring larger cash-flows and capital investment.

                        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 24
months of beginning the FAA Certification process. 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. The FF-1080 pre-production prototype is a pre-certification,
non-production aircraft that will be built under the regulations for
experimental aircraft. We plan to begin the FAA Certification process 6 months
into the pre-production prototype construction, provided that we have sufficient
finances.

During the nine months ended March 2004, much of the Company's cash available
for the past 9 month period has been acquired through loans that must be repaid.
Unregistered shares of common stock have been issued to entice the loans, as
well as extensions to the loans.

The Company is working on restructuring plans to entice the capital investment
of $13 million to be used for the production of the pre-production (uncertified
version, experimental classification) flying FF-1080 aircraft and additional
funding for FAA Certification program.

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 for the three months ended March 31, 2004, 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/A.

                                       10

<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 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

None.

(b) Reports on Form 8-K None.


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.


                                 AMERICAN UTILICRAFT CORPORATION
                                 (REGISTRANT)

                                 DATE: APRIL 29, 2004


                                 BY: /S/ JOHN DUPONT
                                     -------------------------------------------
                                     JOHN J. DUPONT
                                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                     (PRINCIPAL EXECUTIVE OFFICER AND
                                     PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)


                                       11