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: September 30, 2004
                                ------------------

Commission File Number: 333-57552
                        ---------


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

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

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

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

         Check  whether the issuer (1) filed all reports  required by Section 13
or 15(d) of the  Exchange  Act during  the past 12 months  (or for such  shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirement for the past 90 days. Yes [_] No [X]


         As of September 30, 2004 there were 83,953,654  shares of common stock,
par value $.00001 per share, and no shares of preferred stock, par value $.00001
per share, of the registrant outstanding.

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






<PAGE>

                                TABLE OF CONTENTS


Part I - Financial Information.................................................3
     Item 1   Financial Statements.............................................3
     Item 2   Management's Discussion and Analysis or Plan of Operation.......16
     Item 3   Controls and Procedures.........................................21

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















                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

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


Financial statements are included herein.

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

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



















                                       3
<PAGE>
<TABLE>
<CAPTION>

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

                         American Utilicraft Corporation
                                  Balance Sheet
                                  Accrual Basis
                                     ASSETS
                                                                     September 30,    December 31,
                                                                          2004             2003
                                                                     -------------    -------------
<S>                                                                  <C>              <C>
Current assets:
    Cash                                                             $        --      $      42,305
    Prepaid rent                                                            10,488           10,488
    Other assets                                                            10,472            2,922
                                                                     -------------    -------------
         Total current assets                                               20,960           55,715

Prepaid rent, noncurrent                                                     1,748            4,369
Property and equipment, net of
    accumulated depreciation                                                90,568          126,008
Other assets, net of accumulated amortization                              505,712          632,141
                                                                     -------------    -------------
Total assets                                                         $     618,988    $     818,233
                                                                     =============    =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses                            $   1,644,764    $   1,714,350
    Cash deficit                                                            19,125             --
    Note payable                                                         1,441,990        1,702,596
    Deferred compensation                                                1,362,634        1,061,557
                                                                     -------------    -------------
         Total current liabilities                                       4,468,513        4,478,503
Stockholders' deficit
    Peferred stock, par value $.00001
        per share; 7,500,000 shares authorized;
         1,970,787 shares of Series A preferred
        stock issued; 0 and 1,970,787 outstanding
         at September 30, 2004 and 2003, respectively                         --                 20
    Common stock, par value $.00001
        per share; 200,000,000 and 35,000,000 shares authorized
        at September 30, 2004 and December 31, 2003, respectively;
        82,845,340 and 30,847,176 shares issued
        and outstanding, respectively                                          457              154
    Stock subscription                                                         500           15,000
    Additional paid in capital                                          15,023,164       13,175,933
    Deficit accumulated during
        the development stage                                          (18,873,646)     (16,851,377)
                                                                     -------------    -------------

         Total stockholders' deficit                                    (3,849,525)      (3,660,270)
                                                                     -------------    -------------

Total liabilities and stockholders' deficit                          $     618,988    $     818,233
                                                                     =============    =============
</TABLE>



                                       4
<PAGE>
<TABLE>
<CAPTION>

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

                         American Utilicraft Corporation
                             Statement of Operations

                                                                     For the period
                                    For the three    For the three    July 17, 1990
                                   quarters ended   quarters ended   (inception) to
                                   Sept. 30, 2004   Sept. 30, 2003   Sept. 30, 2004
                                   --------------   --------------   --------------
<S>                                <C>              <C>              <C>
Revenue                            $         --     $      241,031   $      286,550

Costs of goods sold                          --            863,821        1,420,286
                                   --------------   --------------   --------------

Gross loss                                   --            622,790        1,133,736

Expenses:
    Research and development              266,699          318,658        5,972,559
    General and administrative          1,458,321        1,155,140        8,099,470
    Marketing                             139,934          198,340        3,082,148
                                   --------------   --------------   --------------

    Loss from operations                1,864,954        2,294,928       18,287,913
                                   --------------   --------------   --------------

Other income and expense:
    Interest income                        34,629           30,976          207,160
    Interest expense                      192,076          113,093        1,200,905
    Other income                              132           18,074           24,493
                                   --------------   --------------   --------------

    Total other expense (income)          157,315           64,043          969,252
                                   --------------   --------------   --------------

Net loss before
    extraordinary item                  2,022,269        2,358,971       19,257,165

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

Net loss                           $    2,022,269   $    2,358,971   $   18,873,646
                                   ==============   ==============   ==============


Basic and diluted loss per
    common share before
    extraordinary item             $         0.09   $         0.11   $         1.08

Extraordinary item: gains on
    extinguishment of debt                   --               --               0.02
                                   --------------   --------------   --------------

Basic and diluted loss per
    common share                   $         0.09   $         0.11   $         1.10
                                   ==============   ==============   ==============

Weighted average number
    of common shares outstanding       23,530,777       20,997,952       17,797,622
                                   ==============   ==============   ==============
</TABLE>




                                       5
<PAGE>
<TABLE>
<CAPTION>

                                                          For the          For the
                                                       quarter ended    quarter ended
                                                       Sept. 30, 2004   Sept. 30, 2003
                                                       --------------   --------------
<S>                                                    <C>              <C>
Revenue                                                $         --     $      217,029

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

Gross loss                                                       --            393,943

Expenses:
    Research and development                                  118,452          109,654
    General and administrative                                232,428          390,614
    Marketing                                                 106,442           61,732
                                                       --------------   --------------

    Loss from operations                                      457,322          955,943
                                                       --------------   --------------


Other income and expense:
    Interest income                                            23,372           10,576
    Interest expense                                          186,438           23,050
    Other income                                                  132           14,513
                                                       --------------   --------------

    Total other expense (income)                              162,934           (2,039)
                                                       --------------   --------------

Net loss                                               $      620,256   $      953,904
                                                       ==============   ==============


Basic and diluted loss per common share                $         0.03   $         0.05
                                                       ==============   ==============

Weighted average number of common shares outstanding       23,530,777       20,997,752
                                                       ==============   ==============
</TABLE>





                                       6
<PAGE>
<TABLE>
<CAPTION>

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

                         American Utilicraft Corporation
                             Statement of Cash Flows
                                                                                           For the period
                                                        For the three     For the three    July 17, 1990
                                                       quarters ended    quarters ended    (inception) to
                                                       Sept. 30, 2004    Sept. 30, 2003    Sept. 30, 2004
                                                       --------------    --------------    --------------
<S>                                                    <C>               <C>               <C>
Cash flows from operating activities:
    Net loss                                           $   (2,022,269)   $   (2,358,971)   $  (18,873,646)
                                                       --------------    --------------    --------------
    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                 215,101            81,681         1,104,148
        Common stock issued for rent expense                     --                --             152,049
        Common stock issued for compensation expense          381,400              --             526,600
        Common stock warrants issued for interest
           expense                                               --                --              80,000
        Common stock warrants issued for
           compensation expense                                  --                --           1,120,812
        Depreciation and amortization                         178,666           168,052         1,170,893
        Loss on disposal of assets                               --                --              29,878
        Bad debt provision, loans to
           officers                                            41,183            43,870           601,525

    Changes in assets and liabilities:
        Decrease in prepaid rent                                2,622            72,716           577,356
        Increase in other assets                               (7,550)          (30,091)          (10,472)
        Increase in accounts payable                          113,987           556,161         1,644,766
        Increase in deferred compensation                     301,077           288,665         1,362,634
                                                       --------------    --------------    --------------

        Total adjustments                                   1,226,486         1,181,054         7,976,670
                                                       --------------    --------------    --------------

Net cash used in operating activities                        (795,783)       (1,177,917)      (10,896,976)
                                                       --------------    --------------    --------------

Cash flows from investing activities:
    Increase of prepaid rent                                     --                --             (28,842)
    Increase in deferred offering costs                        (9,948)           18,805          (780,755)
    Purchases of property and equipment                       (16,798)           (7,114)         (599,262)
    Loans to officers                                         (41,183)          (43,870)         (601,524)
                                                       --------------    --------------    --------------

Net cash used in investing activities                         (67,929)          (32,179)       (2,010,383)
                                                       --------------    --------------    --------------

Cash flows from financing activities:
    Proceeds from issuance of capital
        stock                                                 872,023           136,665         9,576,603
    Proceeds from issuance of common
        stock warrants                                           --                --           1,578,000
    Return of common stock purchase amount                       --             (11,500)          (13,500)
    Proceeds from (repayments of) note payable                (69,741)        1,065,849         1,764,928
    Principal payments on lease payable                          --             (14,266)          (17,797)
                                                       --------------    --------------    --------------

Net cash provided by financing activities                     802,282         1,176,748        12,888,234
                                                       --------------    --------------    --------------



                                   -Continued-


                                       7
<PAGE>

                                                        For the three     For the three    July 17, 1990
                                                       quarters ended    quarters ended    (inception) to
                                                       Sept. 30, 2004    Sept. 30, 2003    Sept. 30, 2004
                                                       --------------    --------------    --------------

Net decrease in cash                                          (61,430)          (33,348)          (19,125)

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

Cash, end of the period                                $      (19,125)   $        4,996    $      (19,125)
                                                       ==============    ==============    ==============



Supplemental disclosures of noncash transactions:

Common stock issued for loan interest                  $      215,101    $       81,681    $      574,010

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

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

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

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


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

Common stock warrants issued as settlement
    of compensation                                    $      251,400    $         --      $       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>

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

                          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



                                       8
<PAGE>

     principles  have been  condensed  or  omitted  pursuant  to such  rules and
     regulations,  although the Company  believes that the disclosures  made are
     adequate to make the information presented not misleading.  These financial
     statements should be read in conjunction with the financial  statements and
     related  footnotes  included in the Company's  latest Annual Report on Form
     SB-2.

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

2.   Summary of significant accounting policies


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

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

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

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

     Bad debts
     ---------

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




                                       9
<PAGE>

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

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

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

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

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

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

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

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

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



                                       10
<PAGE>

     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.

     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.




                                       11
<PAGE>

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

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

3.   Development stage operations


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

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

4.   Going concern


          The financial  statements have been prepared assuming that the Company
     will continue as a going concern.  As shown in the  accompanying  financial
     statements, the Company incurred net losses of $620,256 and $953,904 during
     the  three  months  ended  September  30,  2004  and  September  30,  2003,
     respectively,  and  has  incurred  losses  since  formation,  resulting  in
     accumulated  deficits of  $18,873,646  and  $15,758,972 as of September 30,
     2004 and  September  30,  2003,  respectively.  For the three  months ended
     September 30, 2004 and September 30, 2003,  respectively,  the Company also
     generated  negative cash flow from  operations of $795,783 and  $1,177,917.
     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.



                                       12
<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 pursuant to private stock offerings.  The Company  anticipates
     its future cash  requirements  may be satisfied by product sales, the sales
     of  additional  equity  securities,  debt  financing  and/or  the  sale  or
     licensing of certain of the Company's  technologies.  However,  the Company
     does not have any binding  commitment with regard to additional  funds, and
     there can be no assurance  that any funds  required would be generated from
     operations  or from the  aforementioned  sources.  The  lack of  additional
     capital  could  force  the  Company  to  substantially   curtail  or  cease
     operations  and  would  therefore  have a  material  adverse  effect on the
     Company's  business.  Further,  there  can be no  assurance  that  any such
     required funds, if available, will be available on attractive terms or that
     they will not have a significantly dilutive effect on existing shareholders
     of the Company.  The financial  statements  do not include any  adjustments
     that might result from the outcome of these uncertainties.

5.   Stockholders Equity


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

          During the quarter ended June 30, 2004, the Company  issued  1,208,588
     shares of its common stock to various  individuals.  The stocks were valued
     between  $.0.09 and $.25 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, the Company sold 1,248,303 shares of its common
     stock to various individuals.  The stocks were valued between $.25 and $.48
     per share,  or $392,381.  In addition,  two  stockholders  converted  notes
     payable in the amount of $105,000 plus accrued  interest into common stock.
     The Company issued  1,056,000  shares of stock in exchange for cancellation
     of the notes. The Company also issued 917,369 shares to another stockholder
     in accordance with the anti-dilution  clause contained in the stockholder's
     original warrant agreement.  This same stockholder  exercised a warrant for
     500,000 shares of stock.

          As a result of past services to the Company,  748,639  shares of stock
     were issued to Officers and  employees  of the  company.  These shares were
     valued at between $.25 and $1.37 per share. In exchange for investment bank
     services,  the Company issued 300,000 shares of common stock. The stock has
     been valued at $.48 per share, or $144,000,  based on recent stock sales to
     outside parties.



                                       13
<PAGE>
<TABLE>
<CAPTION>

          In addition,  in accordance  with approval by the  stockholders of the
     Company, the authorized shares of the Company were increased to 200,000,000
     shares.  At the  same  time,  the  stockholders  authorized  the  preferred
     stockholders to convert their shares to common in the ratio of 10 shares of
     common for every share of preferred.  On May 12, 2004, the preferred shares
     were cancelled,  and the stock was converted to 19,707,870 shares of common
     stock.  In  addition,  the  stockholders  approved a 2 for 1 forward  stock
     split.  All earnings  per share  calculations  have been  adjusted for this
     split.

          During  the  quarter  ended  September  30,  2004,  the  Company  sold
     1,108,314 shares of its common stock to various  individuals.  These shares
     were sold at $.24 per share.

6.   Stock Warrants


          During the nine-month  period ended  September 30, 2004,  warrants for
     536,461  shares of common  stock were issued on  February  6. The  warrants
     provide  the  right  for the  holder  to  purchase  536,461  shares  of the
     Company's common stock at an exercise price of between $3 and $5 per share.
     The warrants shall expire in January 2007.

          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,  2004.  Pro forma net loss
     and loss per share are as follows:

                                                                        For the period
                                                    For the three        July 17, 1990
                                                   quarters ended       (inception) to
                                                   Sept. 30, 2004       Sept. 30, 2004
                                                   --------------       --------------
<S>                                                <C>                  <C>
     Pro forma net loss                            $    2,205,806       $  19,057,183
                                                   ==============       ==============
     Pro forma basic and diluted loss per
        common share before extraordinary item     $         0.09       $        1.07
     Extraordinary item: gains on
        extinguishment of debt                          -                        1.05
                                                   --------------       --------------
     Pro forma basic and diluted
        loss per common share                      $         0.09       $        2.12
                                                   ==============       ==============
</TABLE>



                                       14
<PAGE>


          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 September 30, 2004, no such
     warrants had been issued.  Upon issuance,  the Company will record the fair
     value of the warrants as deferred investment advisory fees and amortize the
     amount to expense over the term of the advisory agreement.

7.   Due from officers


          Since 1993 the Company has, from time to time,  advanced  funds to its
     President, such amounts aggregating to $568,965 through September 30, 2004.
     Interest,  imputed  at an  annual  rate of 8%,  has been  accrued  on these
     lendings, such interest income amounting to $32,727 in 2004.

          The  Company  has  advanced  amounts  aggregating  $32,560  to another
     officer through September 30, 2004.

          By agreement  between the parties,  these amounts will be later repaid
     out of bonus  commissions  otherwise due on future aircraft sales.  Because
     there is  substantial  doubt about the  Company's  ability to generate such
     future sales, all amounts due from officers have been fully reserved.  Such
     amounts,  and the equal reserve  amount,  were $601,525 as of September 30,
     2004.

8.   Employment agreements


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

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


9.   Income Taxes


          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
     2004.



                                       15
<PAGE>

10.  Notes Payable


          Seven  stockholders  of the  Company  have  loaned a total of $885,000
     through the period ended  September  30, 2004.  The loans  matured  between
     March 2003 and January of 2004.  The Company is in default on these  notes.
     The loans require the Company to issue  additional  shares of the Company's
     stock as interest on the notes. See the note concerning stockholders equity
     for details of stock issued in satisfaction of interest on the notes.

          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 was to be paid by January  2004.  As of September  30,
     2004, the note has a remaining balance of $57,915.

          In addition,  at September 30, 2004, an officer of the Company is owed
     $499,075. This loan carries no specific interest rate or repayment terms.

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

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

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

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

     During the nine months ended  September 30, 2004, the Company  achieved its
marketing goal of acquiring  customers for the FF-1080  aircraft,  restructuring
the Company to allow for sufficient  capitalization,  and focused its efforts on
capitalization  and the  production of Prototype.  In the first Quarter of 2004,
the  Company  secured a Letter of Intent  for 300  aircraft,  a  Purchase  Order
agreement for the first 36 of those aircraft, and an associated  Distributorship
agreement. In the second Quarter of 2004, the Company secured a Letter of Intent
for 100  aircraft,  50  aircraft  with  an  option  for an  additional  50.  The
agreements are contingent  upon current  management  remaining in control of the
Company.



                                       16
<PAGE>

     Shareholders  voted in favor of increasing the Company's  authorized shares
to  200,000,000.  Shareholders  also  approved the  conversion  of all Preferred
shares to Common shares at their previously  established  voting ratio of 10 for
1.  They  also  approved  a  2  for  1  forward   stock  split.   All  of  these
shareholder-approved changes were made effective prior to June 30, 2004.

     In the third  Quarter of 2004,  we entered  into an  Aircraft  Sub-Assembly
Manufacturing  Agreement  that  includes  provisions  for the  production of the
fuselage and empennage sub-assemblies for the Prototype.

     The  Company is  currently  focused  on the  development  of the  Prototype
aircraft prior to the initiation of the  certification  program,  which includes
the  securing of funds for  continued  development.  We have no  guarantee  that
funding will be acquired for the program to continue as planned.

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

     We  continue  to  follow  standard  industry  practice  in  outsourcing  to
experienced  aviation  industry  companies  work related to the  production of a
Prototype  aircraft.  Our  most  significant  accomplishments  in the  continued
development  of the  Prototype  during the nine months ended  September 30, 2004
have been in the areas of securing customers for the FF-1080,  restructuring the
Company  for   sufficient   capitalization,   and  entering   into  an  Aircraft
Sub-Assembly Manufacturing Agreement that includes provisions for the production
of the fuselage and empennage sub-assemblies for the Prototype.

     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.

     Our  presence at the 2003 NBAA  (National  Business  Aviation  Association)
Convention the second week of September did not include a display booth. Rather,
management  attended to meet with suppliers and other  industry  contacts at the
convention.  Our planned  presence for the 2004 NBAA Convention is primarily the
same. We plan to add to our 2004 presence with the display of a Company-produced
model of the  FF-1080  aircraft  in  cooperation  with  one of our  risk-sharing
partners.

     Our  primary  marketing  goal  over the next 12  months  is to  secure  the
financing  required for the final development of the prototype  aircraft as well
as make  substantial  progress in the assembly of its  fuselage and systems.  We
will also  continue to  successfully  display the mockup of our plane to various
potential customers and vendors at the Company headquarters.



                                       17
<PAGE>
<TABLE>
<CAPTION>

     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                         $228,000 per year through
                                        May 31, 2008

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

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

Results of Operations

Costs of goods Sold



                                                                            For the period
           For the quarter ended           For the three quarters ended      July 17, 1990
           ---------------------           ----------------------------     (inception) to
     Sept. 30, 2004    Sept. 30, 2003    Sept. 30, 2004    Sept. 30, 2003   Sept. 30, 2004
     --------------    --------------    --------------    --------------   --------------
     <S>               <C>               <C>               <C>              <C>
          $ -             $181,401            $ -             $863,821        $1,420,286


     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  decreased  $181,401,  or 100%,  over the same quarter a
year ago,  and  $863,821,  or 100% over the same  nine-month  period a year ago.
These  decreases  are  consistent  with  the  company's  ceases  the  airfreight
services.



                                       18
<PAGE>

Research and Development


                                                                            For the period
           For the quarter ended           For the three quarters ended      July 17, 1990
           ---------------------           ----------------------------     (inception) to
     Sept. 30, 2004    Sept. 30, 2003    Sept. 30, 2004    Sept. 30, 2003   Sept. 30, 2004
     --------------    --------------    --------------    --------------   --------------
        $118,452          $109,654         $266,699           $318,658        $5,972,559

         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  increased  $8,798, or 8%, over the same
quarter a year  ago,  and  decreased  $51,959,  or 16% over the same  nine-month
period a year ago.  This  decrease is  consistent  with the current  scarcity of
funding for research and development efforts.

General and Administration

                                                                            For the period
           For the quarter ended           For the three quarters ended      July 17, 1990
           ---------------------           ----------------------------     (inception) to
     Sept. 30, 2004    Sept. 30, 2003    Sept. 30, 2004    Sept. 30, 2003   Sept. 30, 2004
     --------------    --------------    --------------    --------------   --------------
       $232,428          $390,614          $1,458,321        $1,155,140       $8,099,470

     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 decreased  $158,186,  or 40%, over the
same quarter a year ago, and increased  $303,181 or 26% over the same nine-month
period a year ago. This increase is consistent with less effort being devoted to
research and development.

Marketing

                                                                            For the period
           For the quarter ended           For the three quarters ended      July 17, 1990
           ---------------------           ----------------------------     (inception) to
     Sept. 30, 2004    Sept. 30, 2003    Sept. 30, 2004    Sept. 30, 2003   Sept. 30, 2004
     --------------    --------------    --------------    --------------   --------------
       $106,442           $61,732          $139,934           $198,340       $3,082,148

</TABLE>



                                       19
<PAGE>

     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  increased $44,710,  or 72% over the same quarter a year
ago, and decreased  $58,406,  or 29% over the same nine-month period a year ago.
This decrease is consistent with less funds being available.

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

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

     During the nine months ended  September 30, 2004 we have been successful in
raising  $872,023 in equity funding  through  private and public stock sales. We
used that money to fund the $795,783  cash cost of  continuing  operations  (see
discussion of Results of Operations,  above),  purchase  additional property and
equipment of $16,798, and provide further advance to our officers of $41,183.

     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 $620,256 for the nine months ended September 30,
2004, a net loss of $2,022,269 for the nine months ended  September 30, 2004 and
a net loss from inception  (July 17, 1990) to September 30, 2004 of $18,873,646,
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.



                                       20
<PAGE>

                                    * * * * *


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

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


     While we are a small company with limited  resources,  we employ  effective
and  reasonable  efforts to  maintain  internal  controls  over  disclosure  and
financial  reporting.  Management assumes full  responsibility for assignment of
duties to personnel to assure timely and accurate  reporting of disclosures  and
financial information.

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

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

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


                                       21
<PAGE>

                           Part II -OTHER INFORMATION

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

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

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

     From June 30, 2004 to September  30,  2004,  the Company sold shares for an
aggregate of 1,108,314 shares of common stock at $0.24 per share.

     During the nine-month period ended September 30, 2004, warrants for 536,461
shares of common stock were issued on February 6. The warrants provide the right
for the holder to purchase  536,461  shares of the Company's  common stock at an
exercise  price of between $3 and $5 per share.  The  warrants  shall  expire in
January 2007.

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

     None.

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

     None.

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

     None.

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

Exhibit No.     Description
-----------     -----------
31.1            Principal Executive certification
31.2            Principal Financial Officer certification
32              Section 1350 Certifications
99.1            Auditor's Letter regarding Item 308(b) of Regulation SB





                                       22
<PAGE>

                                   SIGNATURES


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



                                                 Registrant:
                                                 AMERICAN UTILICRAFT CORPORATION

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


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


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