Exhibit 31.2


                    Principal Financial Officer Certification


     I, M. Karen Shoemaker, certify that:

     1.   I have reviewed this 10Q-SB of American Utilicraft Corporation;

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the small business issuer as of, and for, the periods  presented in
          this report;

     4.   The small  business  issuer's  other  certifying  officer(s) and I are
          responsible for establishing and maintaining  disclosure  controls and
          procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e))
          and internal control over financial  reporting (as defined in Exchange
          Act Rules  13a-15(f) and 15d-15(f)) for the small business  issuer and
          have:

          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               small business issuer,  including its consolidated  subsidiaries,
               is made known to us by others within those entities, particularly
               during the period in which this report is being prepared;

          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;\

          c.   Evaluated  the  effectiveness  of  the  small  business  issuer's
               disclosure  controls and  procedures and presented in this report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this report based on such evaluation; and

          d.   Disclosed  in  this  report  any  change  in the  small  business
               issuer's internal control over financial  reporting that occurred
               during the small  business  issuer's most recent  fiscal  quarter
               (the small business issuer's fourth fiscal quarter in the case of
               an annual report) that has materially affected,  or is reasonably
               likely to materially affect, the small business issuer's internal
               control over financial reporting; and

     5.   The small  business  issuer's other  certifying  officer(s) and I have
          disclosed,  based on our most recent  evaluation  of internal  control
          over financial reporting,  to the small business issuer's auditors and
          the audit committee of the small business  issuer's board of directors
          (or persons performing the equivalent functions):

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which  are  reasonably  likely  to  adversely  affect  the  small
               business  issuer's  ability to  record,  process,  summarize  and
               report financial information; and

          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant role in the small business
               issuer's internal control over financial reporting.


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