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

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

For the quarterly period ended: June 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 June 30, 2003 there were 14,877,732 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.................................23
     Item 4   Submission of Matters to a Vote of Security Holders.............23
     Item 5   Other Information...............................................23
     Item 6   Exhibits........................................................23







<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
                                                                                 June 30,     December 31,
                                                                                   2003            2002
                                                                              ------------    ------------
<S>                                                                           <C>             <C>
Current assets:
    Cash                                                                      $     72,762    $     38,344
    Prepaid rent                                                                   103,946          10,488
    Inventory                                                                        8,993           9,518
                                                                              ------------    ------------
         Total current assets                                                      185,701          58,350

Prepaid rent, non-current                                                          426,681         568,616
Property and equipment, net of
    accumulated depreciation                                                       167,045         187,497
Other assets, net of accumulated amortization                                      716,427         800,713
                                                                              ------------    ------------
Total assets                                                                  $  1,495,854    $  1,615,176
                                                                              ============    ============

                                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses                                     $  1,248,600    $  1,158,864
    Notes payable                                                                1,300,500         321,042
    Deferred compensation                                                          846,428         649,686
                                                                              ------------    ------------
         Total current liabilities                                               3,395,528       2,129,592
     Lease payable, long-term                                                         --            14,266
                                                                              ------------    ------------
         Total liabilities                                                       3,395,528       2,143,858
                                                                              ------------    ------------

Stockholders' deficit
    Preferred stock, par value $.00001
        per share; 7,500,000 shares authorized;
         1,970,787 shares of Series A preferred
        stock issued and outstanding                                                    20              20
    Common stock, par value $.00001
        per share; 35,000,000 shares authorized;
         14,877,732 and 13,195,732 shares issued
         and outstanding, respectively                                                 148             131
    Additional paid in capital                                                  12,905,226      12,871,168
    Deficit accumulated during
        the development stage                                                  (14,805,068)    (13,400,001)
                                                                              ------------    ------------

         Total stockholders' deficit                                            (1,899,674)       (528,682)
                                                                              ------------    ------------

Total liabilities and stockholders' deficit                                   $  1,495,854    $  1,615,176
                                                                              ============    ============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>





                         American Utilicraft Corporation
                             Statement of Operations



                                                                       For the period
                                     For the two      For the two       July 17, 1990
                                   quarters ended   quarters ended     (inception) to
                                    June 30, 2003    June 30, 2002      June 30, 2003
                                   --------------   --------------     --------------
<S>                                <C>              <C>               <C>
Revenues:                          $       24,002   $         --      $       24,002

Costs of goods sold                       252,849             --             252,849
                                   --------------   --------------    --------------

Gross loss                                228,847             --             228,847

Expenses:
    Research and development              209,004          344,503         5,482,169
    General and administrative            764,526          540,952         5,846,846
    Marketing                             136,608          266,703         2,832,076
                                   --------------   --------------    --------------

    Loss from operations                1,338,985        1,152,158        14,389,938
                                   --------------   --------------    --------------

Other income and expense:
    Interest income                        20,400           17,360           150,990
    Interest expense                       90,043            1,937           958,200
    Other income                            3,561             --               8,561
                                   --------------   --------------    --------------

    Total other expense (income)           66,082          (15,423)          798,649
                                   --------------   --------------    --------------

Net loss before
    extraordinary item                  1,405,067        1,136,735        15,188,587

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

Net loss                           $    1,405,067   $    1,136,735    $   14,805,068
                                   ==============   ==============    ==============


Basic and diluted loss per
    common share before
    extraordinary item             $         0.13   $         0.11    $         2.09

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

Basic and diluted loss per
    common share                   $         0.13   $         0.11    $         2.14
                                   ==============   ==============    ==============


Weighted average number
    of common shares outstanding       10,417,888       10,194,231         7,280,256
                                   ==============   ==============    ==============
</TABLE>



<PAGE>
<TABLE>
<CAPTION>



                                                         For the         For the
                                                       quarter ended   quarter ended
                                                       June 30, 2003   June 30, 2002
                                                       -------------   -------------
<S>                                                    <C>             <C>
Revenues:
    Revenue                                            $      24,002   $        --

Costs of goods sold                                          181,401            --
                                                       -------------   -------------

Gross loss                                                   157,399            --

Expenses:
    Research and development                           $     108,464         157,454
    General and administrative                               444,179         270,512
    Marketing                                                 62,115         120,607
                                                       -------------   -------------

    Loss from operations                                     772,157         548,573
                                                       -------------   -------------


Other income and expense:
    Interest income                                           10,349           8,899
    Interest expense                                          77,754             851
    Other income                                               3,561            --
                                                       -------------   -------------

    Total other expense (income)                              63,844          (8,048)
                                                       -------------   -------------

Net loss                                               $     836,001   $     540,525
                                                       =============   =============


Basic and diluted loss per common share                $        0.08   $        0.05
                                                       =============   =============

Weighted average number of common shares outstanding      10,417,888      10,194,231
                                                       =============   =============
</TABLE>





<PAGE>
<TABLE>
<CAPTION>



                         American Utilicraft Corporation
                             Statement of Cash Flows

                                                             For the two      For the two     July 17, 1990
                                                           quarters ended   quarters ended   (inception) to
                                                            June 30, 2003    June 30, 2002    June 30, 2003
                                                            -------------    -------------    -------------
<S>                                                         <C>              <C>              <C>
Cash flows from operating activities:
    Net loss                                                $  (1,405,067)   $  (1,136,735)   $        --
                                                            -------------    -------------    -------------
        (14,805,068) 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                      75,708             --            878,908
        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                             111,853          124,279          866,319
        Loss on disposal of assets                                   --               --             29,878
        Bad debt provision, loans to
           officers                                                33,294           44,259          532,919

    Changes in assets and liabilities:
        Decrease in prepaid rent                                   48,477            5,444           58,965
        Increase in other assets                                      525             --             (8,993)
        Increase in accounts payable                               89,736          231,928        1,248,600
        Increase in deferred compensation                         196,742          152,850          846,428
                                                            -------------    -------------    -------------

        Total adjustments                                         556,335          558,760        5,567,566
                                                            -------------    -------------    -------------

Net cash used in operating activities                            (848,732)        (577,975)      (9,237,502)
                                                            -------------    -------------    -------------

Cash flows from investing activities:
    Increase of prepaid rent                                         --               --            (28,842)
    Increase in deferred offering costs                            (6,634)         (78,214)        (793,808)
    Purchases of property and equipment                            (7,114)         (15,621)        (581,877)
    Loans to officers                                             (33,294)         (44,359)        (532,918)
                                                            -------------    -------------    -------------

Net cash used in investing activities                             (47,042)        (138,194)      (1,937,445)
                                                            -------------    -------------    -------------

Cash flows from financing activities:
    Proceeds from issuance of capital
        stock                                                      30,000          538,000        8,452,006
    Proceeds from issuance of common
        stock warrants                                               --               --          1,578,000
    Return of common stock purchase amount                         (9,500)            --             (9,500)
    Proceeds from note payable                                    923,958             --          1,245,000
    Principal payments on lease  payable                          (14,266)          (5,886)         (17,797)
                                                            -------------    -------------    -------------


    Net cash provided by financing activities                     930,192          532,114       11,247,709
                                                            -------------    --------------   -------------
</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                                                         -Continued-


                                                                                    For the period
                                                     For the two     For the two     July 17, 1990
                                                   quarters ended  quarters ended   (inception) to
                                                    June 30, 2003   June 30, 2002    June 30, 2003
                                                    -------------   -------------    -------------
<S>                                                 <C>             <C>              <C>
Net increase (decrease) in cash                            34,418        (184,055)          72,762

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

Cash, end of the period                             $      72,762   $      (6,291)   $      72,762
                                                    =============   =============    =============



Supplemental disclosures of noncash transactions:

Common stock issued for loan interest               $      75,708   $        --      $     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>





<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
     benefit of a deferred  tax asset cannot be  determined  as more likely than

<PAGE>

     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  straight-line and accelerated methods with
     leasehold  improvements  being  depreciated  over the term of the  lease or
     useful lives of the assets, whichever is shorter, and vehicles,  furniture,
     software and equipment  being  depreciated  and amortized over three to ten
     years.

          Maintenance  and  repairs  are charged to  operations  when  incurred.
     Improvements  and repairs  which  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.

<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.

<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 which 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 $836,001 and $540,525 during
     the three months ended June 30, 2003 and June 30, 2002,  respectively,  and
     has incurred losses since formation,  resulting in accumulated  deficits of
     $14,805,068  and  $11,461,316  as of June  30,  2003  and  June  30,  2002,
     respectively.  For the three  months ended June 30, 2003 and June 30, 2002,
     respectively, the Company also generated negative cash flow from operations
     of $848,732 and $577,975.  Such losses and negative cash flow have resulted
     primarily from  significant  costs  associated  with the development of the

<PAGE>

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

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

5.   Stockholders Equity


          During the quarter ended March 31, 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.

<PAGE>


6.   Stock Warrants


          No stock  warrants were issued during the six months period ended June
     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 six months ended June 30,  2003.  Pro forma net loss
     and loss per share are as follows:

                                                                  For the period
                                                 For the two        July 17,1990
                                                 quarters ended    (inception)to
                                                 June 30,2003       June 30,2003


    Pro forma net loss                           $1,588,604          $14,988,605
                                                 ==========          ===========
    Pro forma basic and diluted loss per
     common share before extraordinary item      $     0.15          $      2.06
    Extraordinary item: gains on
     extinguishment of debt                             -                   2.01
                                                 ----------          -----------
    Pro forma basic and diluted
     loss per common share                       $     0.15          $      4.07


          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 June 30,  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.

7.   Due from officers


          Since 1993 the Company has, from time to time,  advanced  funds to its
     President,  such  amounts  aggregating  to $503,429  through June 30, 2003.
     Interest, imputed at an annual rate of 8%, has been accrued Annual on these
     lendings, such interest income amounting to $19,365 in 2003.

<PAGE>


          The  Company  has  advanced  amounts  aggregating  $29,490  to another
     officer through June 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 $532,919 as of June 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.

10.  Notes Payable


          Seven  stockholders  of the Company have loaned a total of  $1,225,000
     through the period ended June 30, 2003.  The loans mature between March and
     December of 2003. The loans require the Company to issue additional  shares
     of the Company's stock as interest on the notes. For the quarter ended June
     30, 2003, the Company issued  1,150,000  shares of stock in satisfaction of
     the  interest.  The  stock was  valued  at $.03 to $.10 per share  based on
     interest  rates  between 10% and 16% per annum.  One of the notes that were
     due on March 15,  2003 was not repaid.  In  accordance  with the note,  the

<PAGE>

     Company is  required  to issue  50,000  shares of stock per month until the
     note is paid in full.  During  the  quarter  ended June 30, two more of the
     notes  were not  repaid.  The  balance  of the  notes at June 30,  2003 was
     $1,225,000.

          In addition to the above  notes,  the Company  signed an  agreement to
     repurchase  stock  from two  individuals.  The  stock was  repurchased  for
     $65,000 and the note is to paid by January 2004.  As of June 30, 2003,  the
     note has a remaining balance of $55,500.


11.  Commitment


          A lease for five  Cessna  aircraft  was signed with a  stockholder  on
     November 18, 2002.  The lease was effective  January 1, 2003 and expires on
     December 31, 2009. The lease requires  monthly rent payments of $15,000 and
     is subject to increase based on the prime rate. The lease also requires the
     Company to pay ten  million  dollars  from the net  proceeds of the freight
     airline  operation  to the  stockholder  over  the life of the  lease.  The
     proceeds of ten million  dollars can be converted to two million  shares of
     the Company's  common stock at any time during the first three years of the
     lease.  In  addition  to  the  monthly  lease  payments,   the  Company  is
     responsible for all insurance,  storage and maintenance of the aircraft. As
     an  inducement  to the  stockholder  for making the above lease the Company
     issued 1,121,500 shares of common stock and a warrant to purchase 1,121,500
     shares for $4.00 per share.  The future minimum lease commitment under this
     lease is as follows:


                   2003                                       1,180,000
                   2004                                       1,680,000
                   2005                                       1,680,000
                   2006                                       2,180,000
                   2007                                       2,180,000
                   Thereafter                                 2,180,000
                                                      -----------------

                   Total                              $      11,080,000
                                                      =================


          This lease was terminated on November 20, 2003.

<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 six months  ended June 20,  2003,  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
     imminent 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 six
     months  ended June 30, 2003 have been in the area of  developing a customer
     for the  FF-1080.  To  date,  no  agreements  have  been  reached  with any
     prospective company.

          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.

<PAGE>


          Our presence at the 2002 NBAA (National Business Aviation  Convention)
     Convention  the second week of September  did not include a display  booth.
     Rather,  management  attended  to meet with  suppliers  and other  industry
     contacts at the  convention.  Management  intends to conduct the  Company's
     presence  at the 2003 NBAA  Convention  in a similar  fashion.  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
                                                         ==============


          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.

<PAGE>
<TABLE>
<CAPTION>


         Results of Operations

         Costs of goods Sold


                                                                                               For the period
                                                                                                July 17, 1990)
               For the quarter ended                     For the two quarters ended            (inception) to
               ---------------------                     --------------------------
         June 30, 2003         June 30, 2002        June 30, 2003         June 30, 2002         June 30, 2003
         -------------         -------------        -------------         -------------         -------------
<S>      <C>                   <C>                  <C>                   <C>                   <C>
         $     181,401         $        --          $     252,849         $        --           $     252,849
</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 $181,401,  or 100%, over the same quarter
     a year ago, and  $252,849,  or 100% over the same  six-month  period a year
     ago. These  increases are consistent  with the company just beginning these
     services.

     Research and Development
<TABLE>
<CAPTION>


                                                                                           For the period
                                                                                           July 17, 1990)
           For the quarter ended                     For the two quarters ended            (inception) to
           ---------------------                     --------------------------
     June 30, 2003         June 30, 2002        June 30, 2003         June 30, 2002         June 30, 2003
     -------------         -------------        -------------         -------------         -------------
<S>  <C>                   <C>                  <C>                   <C>                   <C>
     $     108,464         $     157,454        $     209,004         $     344,503         $   5,482,169
</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  $181,401,  or 100%, over
     the same quarter a year ago, and $252,849,  or 100% over the same six-month
     period a year ago. These decreases are consistent with the current scarcity
     of funding for research and development efforts.

<PAGE>
<TABLE>
<CAPTION>




         General and Administration


                                                                                           For the period
                                                                                            July 17, 1990)
           For the quarter ended                        For the period ended               (inception) to
           ---------------------                        --------------------
     June 30, 2003         June 30, 2002        June 30, 2003         June 30, 2002         June 30, 2003
     -------------         -------------        -------------         -------------         -------------
<S>  <C>                   <C>                  <C>                   <C>                   <C>
     $     444,179         $     270,512        $     764,526          $    540,952         $   5,846,846
</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 $173,667,  or 64%, over
     the same quarter a year ago,  and  $223,574 or 41% over the same  six-month
     period a year ago. These  increases are  consistent  with less effort being
     devoted to research and development.

     Marketing
<TABLE>
<CAPTION>

                                                                                            For the period
                                                                                            July 17, 1990)
           For the quarter ended                       For the quarter ended               (inception) to
           ---------------------                       ---------------------
     June 30, 2003         June 30, 2002        June 30, 2003         June 30, 2002         June 30, 2003
     -------------         -------------        -------------         -------------         -------------
<S>     <C>                   <C>                  <C>                   <C>                  <C>
        $62,115               $120,607             $136,608              $266,703             $2,832,076
</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 $58,492,  or 48% over the same quarter a
     year ago, and $130,095,  or 49% 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.

<PAGE>


          During the six months ended June 30, 2003 we have been  successful  in
     raising  $10,000  in  equity  funding  through  a private  stock  sale.  In
     addition, the Company borrowed $700,000 from current stockholders.  We used
     that money to fund the $848,732  cash cost of  continuing  operations  (see
     discussion of Results of Operations, above).

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

          There can of course be no  assurance  that these  funding  events will
     occur,  or that the  market  value  of our  stock  will  remain  at  levels
     sufficient to provide the funding 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 $836,001 for the three
     months  ended June 30, 2003,  a net loss of  $1,405,067  for the six months
     ended June 30, 2003 and a net loss from  inception  (July 17, 1990) to June
     30, 2003 of  $14,805,068,  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.

<PAGE>


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

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


                           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 April 1, 2003 to June 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
275,000 shares of common stock in exchange for loans.

     On April 29, 2003 the Company  issued  500,000  shares to Saylor  Marketing
Profit Sharing Plan in exchange for a secured loan of $300,000.

     On April 25, 2003 the Company issued 342,000 shares to Patricia  Parsons in
keeping  with the  December  5,  2001  Warrant  sale  agreement  which  included
provisions to protect her equity percentage.

     On  June  12,  2003  the  two  officers  of the  Company,  John  J.  Dupont
(President, CEO) and R. Darby Boland (VP, General Manager) personally guaranteed
and secured a loan for $375,000 from Ronald Parsons to American Utilicraft.  The
two officers  signed a Promissory  Note to secure the loan, for  compensation of
which to date  they  have not  received.  For  making  the loan to the  Company,
Parsons'  received  375,000 shares common stock.  Parsons' deduct of Description
$18,750 (5%) frk. the loan to ped AmeriFinancial om closing;  $5,0ay of Parsons'
legat fees was al00 paid out of tal loan.  The totso amount of cash  realized by
the Company in form of this loan was $351,250.

     On June 13,  2003,  t Company  also so shares  for an  aggregate  of 20,000
shares an common stock of $0.50 per share.

<PAGE>


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.              Descriptions
-----------              ------------
31.1                     Principal Executive certification
31.2                     Principal Financial Officer certification
32                       Section 1350 Certifications



<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