<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
                        Annual Report Pursuant to Section
                  15(d) of the Securities Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 2002
                        COMMISSION FILE NUMBER 333-57552


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

         Delaware                                              54-1577735
-------------------------------                          -----------------------
(State or other jurisdiction of                               I.R.S. Employer
Incorporation or organization)                            Identification Number

                              300 Petty Road, N.E.
                          Lawrenceville, Georgia 30043
             -----------------------------------------------------
               (Address of principal executive officers, zip code)

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

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

As of December 31, 2002 there were 13,184,352 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.

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                   COMMON STOCK (PAR VALUE $.00001 PER SHARE)
                   ------------------------------------------
             PREFERRED SERIES-A STOCK (PAR VALUE $.00001 PER SHARE)
             ------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes [ ] No [X]
<PAGE>

                                     PART I

ITEM 1. BUSINESS
----------------

THE COMPANY
American Utilicraft Corporation, located in the Atlanta-Metropolitan area near
Gwinnett County airport, was incorporated in the State of Delaware in August of
1990. American Utilicraft was formed to conceive and implement solutions to the
problem of declining capacity in the short haul (or feeder) route segments of
the air cargo hub and spoke system.

The result of the Company's research and development is a complete system for
transporting air freight, centered around a new air vehicle specifically
designed for medium range route segments, the FF-1080 Freight Feeder aircraft.
The FF-1080 is capable of economically carrying standard industry air containers
on short-to-medium range/medium density routes from airports with runways as
short as 3,000 feet.

American Utilicraft holds three (3) U.S. patents. One patent is on the design of
the aircraft. Another is a Method Patent that incorporates the design in an
integrated air cargo information system for the freight feed market, the Express
Turn-Around (ETA) electronic freight tracking system. The Company's third patent
is for the Company's Automated Flat Rate System (AFRS). The AFRS system computes
the most economical performance curve for each route segment based on the change
in aircraft gross weight on the segment. The AFRS system reduces pilot work-load
and assures that the FF-1080 is operated with the highest fuel efficiency.

In 1999, the Company concluded initial agreements with a number of experienced
companies that provide aviation products and services needed to produce the
FF-1080. All of the agreements are Risk Sharing agreements that provide products
and/or services at no cost or at the manufacturer's lowest direct costs for both
the Pre-Production prototype aircraft and the Conformity Aircraft. The
willingness of these companies to share the risk to bring the FF-1080 to market,
indicates their belief in the potential of the aircraft and their desire to
participate in the program. The understandings reached with these companies have
enhanced the technical capability and operational value of the FF-1080, as well
as assured the success of the development and production program.


THE PRODUCT
The FF-1080 is capable of economically carrying standard industry air containers
on short-to-medium range/medium-density routes from feeder airports with runways
as short as 3,000 feet, opening up thousands of additional airports in this
growing market.

American Utilicraft has also developed an integrated air cargo electronic
information system for the freight feed market, the Express Turn-Around (ETA)
electronic freight tracking system. Additionally, American Utilicraft developed
the Automated Flat Rate System (AFRS). The AFRS system computes the most
economical performance curve for each route segment based on the change in
aircraft gross weight on the segment. The AFRS system reduces pilot work-load
and assures that the FF-1080 is operated with the highest fuel efficiency, which
can save the fleet operator millions of dollars on an annual basis.

The primary market niche for which the FF-1080 twin-engine turboprop aircraft is
targeted is the growing distribution requirement for more shipments with
in-transit visibility and containerization delivered as close as possible to its
end destination. This market niche includes the freight feed operations of the
overnight/two day express airlines, the airline freight feeder market, the world


                                       2
<PAGE>

postal services, manufacturing just-in-time inventory and fulfillment, the
combination passenger/cargo airlines, and the international airlines.
Specifically, the initial client base that we are targeting consists of the
major dedicated freight companies, such as Federal Express, United Parcel
Service and DHL, as well as the major U.S. passenger airlines, such as American
Airlines, Continental Airlines, Delta Airlines, Northwest Airlines, SouthWest
Airlines, United Airlines and US Air, seeking to expand their freight services.
A secondary target is major international passenger airlines seeking to expand
freight operations. The cargo that we will carry will be standard industry air
containers containing a variety of packages including commercial shipments from
e-commerce retailers and manufacturers directly to customers.

The Company believes that the high speed, high frequency, and high volume
required by developing distribution system needs will be best accomplished by
using the FF-1080 aircraft. The FF-1080 is an all-cargo aircraft that is
designed specifically for hub-and-spoke cargo operations. We believe that the
FF-1080 will contribute to the development of regional hub-and-spoke cargo
operations in the same way that passenger turboprop aircraft were used to build
the passenger hub-and-spoke systems. The FF-1080 will be able to fly to smaller
cities and airports that are located closer to origin/destination points. The
FF-1080 is designed to have lower acquisition and operating costs than older
generation turboprop aircraft, such as the DeHavilland Dash 8, Aerospatiale ATR
42 and 72, the Saab 340, the Embraer EM 120 and the Dornier 328, while still
providing the speed needed to create high-performance, fast-delivery shipping.
Our goal is to provide airlines the critical flexibility needed to move air
cargo to more cities, more frequently, in manageable and track-able
containerized units.


COMPETITION
The companies that build small and intermediate-sized aircraft, such as Spain's
CASA, Canada's DeHavilland, Sweden's Saab, Germany's Dornier, and the U.S.'s
Beechcraft and Cessna pose no competitive threat to the FF-1080. Aerospace
(France) and British Aerospace, which build larger jet aircraft, also
manufacture intermediate-sized passenger aircraft that are often converted for
freight, but are too large to pose a threat to our targeted market segment.

Light Aircraft Under 20,000 Pounds
----------------------------------
Aircraft in this category, such as the Cessna Caravan 208 and the Dornier 228,
are small and cannot accommodate the air cargo industry standard containers.
These planes are more suitable for the non-containerized, overnight small
package services in low volume markets. Federal Express has developed a fleet of
more than 250 Cessna 208 aircraft since the early 1980s. The other overnight
express operators also fly small fleets of the Cessna 208s, but the majority of
the aircraft used by these operators are older corporate executive or passenger
commuter aircraft converted into makeshift freighters. This class of aircraft
does not provide enough capacity per departure to meet increasing shipping
demand.

Intermediate Aircraft
---------------------
Intermediate-sized aircraft such as the DeHavilland Dash 8, Aerospatiale ATR42
and 72, Saab 340, Embraer EM120, Dornier 328 and CASA 235 were specifically
designed to haul passengers at high speeds to the major hub airports. Therefore,
their designs cannot be modified to accommodate the features needed in a pure
freighter aircraft, such as a larger forward side cargo door, high point-load
capable floors, cargo net attachments, and a container roller system, and, as a
result, they pose no competitive threat to our market segment. The new aircraft
in this category, the CASA 235, was designed for dual passenger and cargo use.
Although the CASA 235 has a rear ramp door, its heavy aircraft empty weight and
slow cruise speed causes a range/payload deficiency in both freight and


                                       3
<PAGE>

passenger operations. There is no cost-effective means to convert any of these
existing aircraft into cargo airplanes which is why FAA-compliant cargo
modification procedures for these planes have not been developed. In addition,
all of these aircraft are unable to operate from airfields with runways of 3,000
feet or less because they were designed for high-speed takeoffs from long
runways. For these reasons, current owners of fleets of these aircraft are
presently exploring placing them in Third-World and developing nations as
passenger aircraft and parts (scavenged) aircraft in order to gain some revenue
from their use.

Heavy/Large Aircraft
--------------------
Several freight carriers are using Boeing 727s, 737s, and McDonnell Douglas DC9s
for feeder operations. These aircraft can carry containers, but they are
unnecessarily sophisticated, too large and too costly to operate in a hub feeder
role. These aircraft cannot be used to serve small feeder airports because of
landing/takeoff requirements. They are also not economical to operate on the
typical feeder stage length of 250 to 500 miles.

Used, Out-of-Production Aircraft
--------------------------------
The backbone of the utility/freight feeder fleet to date has been a group of
small piston and light turboprop aircraft. In the mid-1990s, product liability
litigation and passenger feeder market demand for much larger turboprop aircraft
resulted in the halt of production of most of the popular aircraft used for air
cargo operations. The out-of-production aircraft most commonly used are the
smaller Piper Cherokee Six, Piper Aztec, Piper Navajo, Cessna 400 series, the
DeHavilland Dash 6 Twin Otter, the Beech 99, and Beech Baron. Larger aircraft in
this category are the Convair 580, Convair 660, the Fairchild F27, Shorts 330,
Shorts 360, CASA 212, and the DeHavilland Dash 7.

With every passing year, fewer of these aircraft are available for the utility
market due to the increasing fleet age and the difficulty of getting parts and
other product support. Even when spare parts are available, the older designs of
these aircraft make them unattractive freight haulers. They are heavy,
fuel-intensive, and prone to breakdowns, grounding planes and stranding cargo.
These pose little real threat to the FF-1080 purely from an economic standpoint,
because they are too small and too expensive to operate with modern freight
handling systems.

New Entrants
------------
There are currently no other companies with programs competing in this niche
market. We will continue to monitor the situation and we are ready to respond to
the fullest extent should circumstances so warrant. We have found no evidence of
new entrants in the airfreight feeder market, and dialogue with our potential
suppliers and industrial partners confirm this observation. The potential market
size can, however, support more than one or two producers of this type of
aircraft in the future in a similar way that passenger aircraft demand supports
two primary aircraft manufacturers, Boeing and Airbus.

Design, development, and production of other new designs will likely take
several years during which we should retain a first-mover advantage within the
freight feeder market. Our patent protection for our aircraft design, the ETA
system, and the AFRS system will also help the FF-1080 retain a leading market
position.

                                       4
<PAGE>

INTELLECTUAL PROPERTY
Our performance and ability to compete depend to a significant degree on our
proprietary knowledge. In 1992, the U.S. Patent and Trademark Office ("PTO")
issued a method patent, which was assigned to us, for the method of transporting
cargo using freight feeder aircraft with an automated freight management system.
In 1993, PTO issued a design patent, which was assigned to us, for the FF-1080
aircraft, which expires in 2007. We filed for an additional patent in 2000 for
the Automatic Flat Rate Setting System for Freight Feeder Aircraft which was
granted on October 30, 2001. We have nondisclosure agreements with all of our
employees.


GOVERNMENTAL REGULATIONS
We are subject to regulations promulgated by the FAA with respect to safety
requirements for and certification of aircraft. The FF-1080 prototype is a
pre-certified, non-production aircraft that will be built under the regulations
for experimental aircraft. The FF-1080 is a simple twin-engine, standard
configuration, aluminum airframe that requires a low-risk, low-tech FAA
certification process. We believe that there are no systems on the aircraft
(such as hydraulic, retractable landing gear, assisted/boosted flight controls,
cargo cabin pressurization, emergency ejection egress, crash-worthy/fire
retardant passenger seats and passenger environmental control systems) that
could cause scheduling and approval difficulties with the FAA during the flight
test and static-test programs.

We are also subject to governmental regulations applicable to public companies.


FAA TYPE CERTIFICATE
Type certification is the process that conforms the FF-1080 engineering and
flight characteristics to FAA requirements. The type certification process
legally enables a U.S. manufacturer to mass-produce its aircraft "type,"
insuring that each delivered FF-1080 meets identical safety and performance
requirements. The regulations governing an FAA Type Certificate for the FF-1080
are contained in Federal Aviation Rules (FAR) Part 25. The FARs require the
manufacturer to provide drawings and engineering data for every component of the
aircraft. The engineering data must show precisely what stresses will be imposed
on the component during its operational life. Its capabilities must exceed these
stresses by a minimum of 50 percent. The FF-1080 is designed with even greater
margins of safety and uses as many proven industry-standard and "off-the-shelf"
items as possible for safety, ease of certification and ease of maintenance. The
quality of each component must also be shown to be repeatable during the
manufacturing process, and when AUC buys a part from another manufacturer, the
part must also be certified by AUC, or under a specific "Technical Standard
Order (TSO)" by the FAA.

We plan to execute FAA Part 25 Certification in two phases. Phase I will include
the development of the certification plan, filing of the certification
application, certification of the detailed production engineering, construction
of the static test articles and the conformity aircraft subassemblies, and
initial flight tests using the prototype aircraft. Phase II will include final
assembly of the conformity aircraft, initiation of limited production of the
aircraft, certification flight-testing and receipt of final Part 25 Aircraft
Type Certification.

We plan to begin the FAA Certification program upon completion of the detailed
engineering of the pre-production prototype aircraft, approximately six months
from the capitalization of the FF-1080 program.

                                       5
<PAGE>

CHANGES IN THE MARKETPLACE
With capital markets and the aviation industry both still in a state of
recovery, the two major requirements for the program (funding and orders) remain
hindered. The Company remains confident of recovery in both the capital markets
and in the aviation industry.

The Company's business plan is centered upon the development and FAA
certification of its FF-1080 for commercial use. The commercial aircraft market,
with its requirement for certification and other high capital outlays, has
necessitated that AUC rely upon substantial external funding. Successfully
constructing, assembling and flying the pre-production (uncertified) FF-1080
aircraft is necessary before the Company can begin to obtain a revenue flow from
any commercial sales and possibly even obtain those orders.

To continue forward with the program in the current climate, the Company is
currently focused on a strategy of acquiring solid orders for aircraft. This
strategy includes performing route analysis for potential clients and working
with existing operators to demonstrate immediate cost and performance benefit
with existing aircraft, and to demonstrate how much more beneficial use of the
FF-1080 would be to the customer's operations. There are no guarantees at this
time that the Company will find a suitable customer or that the customer will
agree to secure the purchase of FF-1080's for their own operation or through an
existing operator.


THE MARKET
The past decade's explosive growth in production facilities in the Far East
market is set only to increase over the next decade. The infrastructure in the
Far East does not allow for the same inefficient trucking practices that have
developed in Western markets and can be used to "force" cargo movement through
the over-use of trucking resources. The Far East market favors the FF-1080 and
the type of operations that it lends itself to, including the efficient and
trackable movement of containerized cargo, short take-of and landing capability,
and the potential use of more rugged landing fields in more isolated areas.

The air express cargo market has evolved into a highly competitive industry. Six
major dedicated freight companies (Federal Express, United Parcel Service, Emery
Worldwide, Airborne Express, DHL, and TNT) dominate the industry and are
building their systems into global freight networks. One of the primary targets
for use of the FF-1080 aircraft are these express freight carriers.

The passenger airlines also compete for a share of the airfreight market. Some
U.S. passenger airlines, which lost once-large shares of the freight market by
concentrating on passenger operations, are now planning to step-up freight
operations and regain lost market share. We are targeting the FF-1080 to the top
tier of the U.S. passenger airlines as a primary market (i.e., American
Airlines, Continental Airlines, Delta Airlines, Northwest Airlines, United
Airlines and SouthWest Airlines). We believe that the passenger airlines will
eventually purchase FF-1080s because of the expanding market opportunities for
same-day, overnight, and international cargo services, and to keep their
operations viable by removing freight from the scheduled passenger airlines and
place such freight in an even more cost-effective transport system. The FF-1080
is an appropriately sized freight feeder aircraft for both the hub feeder role
and the stand-alone regional express service.

The international passenger airlines are considered to be a secondary target
market for the FF-1080. This group of airlines is comprised of carriers from
around the world that provide inter-continental and inter-national air services.
For example, in addition to dedicated freight carriers, passenger carriers, such
as Lufthansa, Japan Airlines and British Airways, move international express
freight. The international airlines that are likely candidates for FF-1080 sales
include British Airways, Lufthansa, Japan Airlines, Air France, All Nippon
Airways, Alitalia and KLM Royal Dutch Airlines.

                                       6
<PAGE>

The Company's sales and marketing efforts primarily consist of direct sales
initiatives with prospective airline customers and large commercial operations
that can influence the sale of aircraft. The direct sales efforts entails the
preparation of aircraft route and market analysis, and aircraft cost and benefit
analysis, in conjunction with customer airline planning teams. As customer sales
initiatives approach the decision-making stage, the sales effort focus on the
development of sales contractual agreements and aircraft financing support.
Secondarily, the marketing and sales effort consists of participation in air
cargo industry trade shows which will include the National Business Aircraft
Association (NBAA) Annual Conference, the Regional Airline Association Annual
Meeting, the National Defense Industry Association (NDIA) symposia, and other
U.S. and international trade shows. These presentations include a display of the
full-scale mockup of the FF-1080 and video and graphic presentations of the key
features and operating economics of the FF-1080. Upon completion of the
preproduction prototype, trade show presentations and customer sales efforts
will also include flight demonstrations of the FF-1080 and the aircraft's
systems. Finally, the marketing effort will be supported by advertising and
promotional campaigns appearing in premier worldwide airline industry trade
publications. These efforts will emphasize the benefits and features of the
FF-1080 to air shippers and airline operators.

The FF-1080 is particularly well suited performing a great many military and
governmental support missions far more effectively, and at lower relative cost
than any other air or ground vehicle. The Company is a member of the NDIA
(National Defense Industry Association). In November of 2001 the Company
received Certified Government Contractor status and submitted a proposal in
response to the Pentagons' request for U.S. companies to submit proposals to
combat the threat of terrorism in the U.S. While the Company has long standing
relationships with Government agencies who are kept updated as to the program's
progress, the Company's business plan does not rely on military or Government
sales for its success.


ITEM 2. PROPERTIES
------------------

Our principal executive office is located at 300 Petty Road N.E., Suite B,
Lawrenceville, Georgia 30043 in the Atlanta Metropolitan area, near Gwinnett
County Airport. We have a five-year lease for 9,903 square feet of
office/warehouse space for a monthly rent of $4,169. The rent will increase on
the first day of each year of the lease. Our lease expires on December 31, 2003.
We intend to continue to use these facilities for our management, engineering
supervision, and marketing efforts until additional facilities are completed.


ITEM 3. LEGAL PROCEEDINGS
-------------------------

We are not a party to any material legal proceedings.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------

While there have been no matters submitted to security holders during the
current fiscal year, the public may read and copy any materials filed with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC at
www.sec.gov. Press releases and other Company information are available at
www.utilicraft.com.

                                       7
<PAGE>

                                     PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
----------------------------------------------------------------------------
MATTERS
-------

The Company's stock, par value $.00001 per share, is listed and traded
Over-the-Counter on the Pink Sheets exchange under the symbol AMUC. It has been
listed on the Pink Sheets since May 14, 2002. The Company chose to move to the
Pink Sheets after the negative effects on its financing strategy were felt in
the economic impact of the 2001 attacks on the U.S., saving the Company
additional expenses estimated in excess of $1 Million per year.

No cash dividends have been paid for the past four quarters.

QUARTERLY COMMON STOCK SALE PRICE RANGES (CALENDAR YEAR)


          Year         Quarter      High             Low
          ----         -------      ----             ---

          2001         1st           N/A              N/A
                       2nd          7.50             4.00
                       3rd          4.15             1.95
                       4th          3.75             1.40

          2002         1st          2.15             1.30
                       2nd          2.00             0.55
                       3rd          1.80             0.75
                       4th          1.05             0.73


The number of shareholders of record for the Company's common stock as of
December 31, 2002 was 117, and the number of common stock shares issued and
outstanding was 13,184,352.


RECENT SALES OF UNREGISTERED/RESTRICTED SECURITIES
The Company has obtained investment capital, loans, extensions on loans, or the
relief of debt and accounts payable through the private sale of
unregistered/restricted common shares. As a development-stage company, these
transactions represent the Company's only income.

From January 1, 2002 through July 25, 2002 the Company sold shares to various
existing shareholders, their friends and family for an aggregate of 563,000
shares of common stock at $1.00 per share. In addition to common stock, the
investors were granted warrants for common stock shares at the rate of 1 share
per dollar invested. Each warrant share is exercisable at $1 per share. Warrants
vest 50% on one year from issuance and 100% on the second year from issuance.

                                       8
<PAGE>

From July 31, 2002 through September 25, 2002 the Company sold an aggregate of
559,278 shares of common stock to existing shareholders, their friends and
family for $0.50 per share.

On October 20, 2002 the Company sold 100,000 shares of common stock to Ms.
Patricia Parsons, a beneficial owner of the Company, for a $0.50 per share. The
$50,000 purchase also included a warrant for 100,000 shares of common stock at
an exercise price of $0.50 per share.

On October 25, 2002 the Company issued 50,000 shares of common stock to an
existing shareholder for a short-term loan of $50,000.

On November 6, 2002 the Company issued and aggregate of 30,000 shares of common
stock to existing shareholders, their friends and family for an aggregate
short-term loan of $15,000. On December 31, 2002 the Company issued an
additional 15,000 shares of common stock to significantly extend the loan
duration.

On November 18, 2002 the Company issued 1,121,500 shares of common stock and
warrants for 1,121,500 shares of common stock exercisable at $4.00 per share to
Mr. Douglas Smith in exchange for his purchase of and lease agreement regarding
a fleet of five (5) Cessna 404 aircraft to be used in the effort of building
customers for the FF-1080 aircraft.

On December 2, 2002 the Company issued 757,000 shares of common stock and
warrants to purchase 378,500 shares of common stock exercisable at $4.00 per
share to Mr. Douglas Smith in exchange for a loan of $378,500. The Company
agrees to repay the loan within one calendar year.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS
-------------

The Company financing efforts remain adversely affected by the current economic
environment.

The market price of our stock at the end of this year was $0.85. The volume of
trading was very low and sporadic throughout the year. The price of the stock
was susceptible to dramatic fluctuations even with low-volume trading.

As the Company can currently only survive through capital investment, it is
likely that the Company will have to sell unregistered stock until a new
financing program is enacted that provides sufficient funding.

The Company is currently researching alternative financing plans that will work
in the new economic environment.


                                       9
<PAGE>

ITEM 7. FINANCIAL STATEMENTS
----------------------------


                         AMERICAN UTILICRAFT CORPORATION
                            BALANCE SHEET (UNAUDITED)
                                  ACCRUAL BASIS
                             AS OF DECEMBER 31, 2002


ASSETS
   Current Assets
      Checking/Savings
        Bank of America                                               38,344.39
                                                                 ---------------
      Total Checking/Savings                                          38,344.39

      Other Current Assets
        Accounts Receivable - misc                                    19,092.82
        Loans to Officers                                              1,014.99
        Payroll Asset - Advances                                       1,000.00
        Prepaid Rent                                                  10,488.00
        Security Dep                                                   5,991.00
                                                                 ---------------
      Total Other Current Assets                                      37,586.81
                                                                 ---------------
   Total Current Assets                                               75,931.20
   Fixed Assets
      Accumulated Depreciation                                      -315,631.31
      Computer Equipment                                             296,127.46
      Equipment                                                      135,693.35
      Furniture                                                       40,037.91
      Leasehold Improvements                                          90,817.46
                                                                 ---------------
   Total Fixed Assets                                                247,044.87

   Other Assets
      Accumulated amortization                                      -379,287.00
      Patents, IntellectProp & Design                              1,180,000.00
      Prepaid Rent-non current                                         7,866.00
                                                                 ---------------
   Total Other Assets                                                808,579.00
                                                                 ---------------
TOTAL ASSETS                                                       1,131,555.07
                                                                 ===============
LIABILITIES & EQUITY
   Liabilities
      Current Liabilities
        Accounts Payable
           Accounts Payable                                          725,909.62
                                                                 ---------------
        Total Accounts Payable                                       725,909.62

        Credit Cards
           Aspire Visa                                                   200.00
           Bank of America Credit Cd 2353                                593.20
           Bank of America Credit Cd 7900                                884.67
           Capital One Visa                                            3,060.87
           Direct Merchants                                              983.91
           First Ntl Bank of Omaha Visa                                2,138.43
           Home Depot                                                    510.53
           Office Depot                                                  991.68
           Providian Mastercard                                          918.29
                                                                 ---------------
        Total Credit Cards                                            10,281.58

        Other Current Liabilities
           Accrued Expenses                                          110,000.00
           Lease Payable - Phone System                               14,266.00
           Loan Payable-forklift                                       4,134.36
           Loans-Misc Other Short Term                               321,041.66
           Payroll Liabilities                                       190,877.63
                                                                 ---------------
        Total Other Current Liabilities                              640,319.65
                                                                 ---------------

      Total Current Liabilities                                    1,376,510.85

      Long Term Liabilities
        Deferred Compensation Accrued                                649,686.00
        Offering costs                                            -1,222,174.38
                                                                 ---------------
      Total Long Term Liabilities                                   -572,488.38
                                                                 ---------------
   Total Liabilities                                                 804,022.47

   Equity
      Additional Paid In Capitals                                 13,477,935.53
      Common Stock                                                        98.00
      Preferred Stock                                                     20.00
      Retained Earnings                                          -10,962,445.09
      Net Income                                                  -2,188,075.84
                                                                 ---------------
   Total Equity                                                      327,532.60
                                                                 ---------------
TOTAL LIABILITIES & EQUITY                                         1,131,555.07
                                                                 ===============


                                       10
<PAGE>


                         AMERICAN UTILICRAFT CORPORATION
                            PROFIT & LOSS (UNAUDITED)
                          JANUARY THROUGH DECEMBER 2002


   Ordinary Income/Expense
        Cost of Goods Sold
           FLEET OPERATIONS                                              755.00
                                                                  --------------
        Total COGS                                                       755.00

      Gross Profit                                                      -755.00

        Expense
           G & A EXPENSES                                            962,816.71
           MARKETING EXPENSES                                        529,067.16
           R & D EXPENSES                                            657,375.22
                                                                  --------------
        Total Expense                                              2,149,259.09
                                                                  --------------

   Net Ordinary Income                                            -2,150,014.09

   Other Income/Expense
      Other Income
        Interest Income                                               36,350.00
                                                                  --------------
      Total Other Income                                              36,350.00

      Other Expense
        Interest Exp-forklift                                            485.30
        Interest Expense - Stockholders                                1,041.66
        Interest on Phone Lease                                        2,821.81
                                                                  --------------
      Total Other Expense                                              4,348.77
                                                                  --------------

   Net Other Income                                                   32,001.23
                                                                  --------------

Net Income                                                        -2,118,012.86
                                                                  ==============

                                       11
<PAGE>
<TABLE>


                                             AMERICAN UTILICRAFT CORPORATION
                                      STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                                       (UNAUDITED)
                                                 AS OF DECEMBER 31, 2002
<CAPTION>


                                              PREFERRED                               COMMON
                                                STOCK                                   STOCK
                                ------------------------------------    -----------------------------------
                                                                                                     $
                                 ISSUED AND     PRICE         $          ISSUED AND     PRICE     0.00001       ADDITIONAL
                                OUTSTANDING      PER       0.00001      OUTSTANDING      PER        PAR           PAID-IN
                                   SHARES       SHARE     PAR VALUE        SHARES       SHARE      VALUE          CAPITAL
                                ------------- ----------- ----------    ------------- ----------- ---------     ------------
<S>                                <C>        <C>            <C>           <C>        <C>           <C>         <C>
Balance December 31, 2002          1,970,787                 $20.00        9,861,822                $98.20      $11,800,581

Unregistered Stock Sold
To Existing Shareholders*                                                    563,000       $1.00                   $563,000

Unregistered Stock Sold
To Existing Shareholders*                                                    609,278       $0.50                   $304,639

Unregistered Stock Issued
To Existing Shareholders*
for Loans                                                                    931,560       Loans
Unregistered Stock Issued
for Misc                                                                      82,192
Unregistered Stock Issued
To Existing Shareholders*                                                                   Loan
for Loans                                                                     15,000   Extention

Unregistered Stock Issued
Mr. Smith for securing
Aircraft                                                                   1,121,500

Total for 2002                             0                  $0.00        3,322,530                $33.23         $867,639
----------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2002          1,970,787                 $20.00       13,184,352               $131.43      $12,668,220
----------------------------------------------------------------------------------------------------------------------------
*Existing shareholders and their Friends & Family

</TABLE>

                                                           12
<PAGE>

                         AMERICAN UTILICRAFT CORPORATION
                       STATEMENT OF CASH FLOWS (UNAUDITED)
                          JANUARY THROUGH DECEMBER 2002


OPERATING ACTIVITIES
     Net Income                                                    2,188,075.84
     Adjustments to reconcile Net Income
     to net cash provided by operations:
        Loans to Officers:Allowance for Bad Debt                      84,021.00
        Loans to Officers:Loans                                      -85,034.70
        Payroll Asset - Advances                                      -1,000.00
        Prepaid Rent                                                     200.00
        Accounts Payable                                             170,264.96
        Aspire Visa                                                      200.00
        Bank of America Credit Cd 2353                                   593.20
        Bank of America Credit Cd 7900                                   884.67
        Capital One Visa                                               3,060.87
        Direct Merchants MC                                              983.91
        First Ntl Bank of Omaha Visa                                   2,138.43
        Home Depot                                                       510.53
        Office Depot                                                     991.68
        Providian Mastercard                                             918.29
        Accrued Expenses                                              -2,500.00
        Lease Payable - Phone System                                  10,721.92
        Loan Payable-forklift                                         -2,480.76
        Loans-Misc Other Short Term                                  321,041.66
        Payroll Liabilities:Accrued Payroll Expenses                  16,163.02
        Payroll Liabilities:DC W/H Tax                                   819.51
        Payroll Liabilities:Federal W/H                               81,984.49
        Payroll Liabilities:FICA/MCARE                                81,776.30
        Payroll Liabilities:Georgia W/H                               26,003.31
        Payroll Liabilities:VA Withholding                               294.00
                                                                ----------------
   Net cash provided by
      Operating Activities                                         1,529,289.43


   INVESTING ACTIVITIES
     Accumulated Depreciation                                         79,986.00
     Computer Equipment                                               18,362.35
     Leasehold Improvements                                           -1,206.75
     Accumulated amortization                                        168,572.00
     Prepaid Rent-non current                                         10,488.00
                                                                ----------------
   Net cash provided by
      Investing Activities                                           239,476.90


   FINANCING ACTIVITIES
     Deferred Compensation Accrued                                   315,038.00
     Offering costs                                                   87,645.39
     Additional Paid In Capitals:
        Add'l PaidIn Cap-Cash Invest                                 923,000.00
                                                                ----------------
   Net cash provided by
      Financing Activities                                         1,150,392.61
                                                                ----------------

Net cash increase for period                                         139,419.92
                                                                ----------------

Cash at beginning of period                                          177,764.31
                                                                ----------------
Cash at end of period                                                 38,344.39
                                                                ----------------

                                       13
<PAGE>

                               NOTES TO FINANCIALS
                   ------------------------------------------

1.       Description of the Company

American Utilicraft Corporation (the Company) was incorporated in the State of
Delaware in August of 1990. The Company was formed to conceive and implement a
solution to the problem of declining capacity in the short haul (or feeder)
route segments of the air cargo hub and spoke system.

The Company's years of research and development have resulted in the design of a
system for moving freight, which is centered around a new air vehicle
specifically designed for feeder route segments. The FF-1080 is capable of
economically carrying standard industry air containers on short-to-medium
range/medium density routes from feeder airports with runways as short as 3,000
feet.

Additionally, the Company has developed an integrated air cargo information
system for the freight feeder market, the Express Turn-Around (ETA) electronic
freight tracking system. The ETA system is fully integrated within the FF-1080
aircraft and can be deployed in other aircraft and trucks.

The Company has also developed the Automated Flat Rate System (AFRS), a fully
automated fuel efficiency management system for the aircraft. The AFRS system
computes the most economical performance curve for each route segment based on
the change in aircraft gross weight on the segment. The AFRS system reduces
pilot work-load and assures that the FF-1080 is operated with the highest fuel
efficiency.

The Company's current business plan is designed to expedite the certification
and production of the FF-1080, getting the aircraft to market within the next
two years. The Company believes that this accelerated plan will bring sales into
the Company faster and get the Company to profitability quicker.

Management believes that the Company operates in one business segment.

The accompanying financial statements include the financial position, results of
operations and cash flows of the Company. To this point, the Company has not
generated revenue from its operations, and a majority of its activities have
been devoted to developing its product and starting production. Accordingly, the
Company's activities have been accounted for as those of a "development stage
enterprise" as set forth in Statement of Financial Accounting Standards (SFAS)
No. 7.

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.

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 3 to 10 years.


                                       14
<PAGE>

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 7
years, the estimated beneficial period of the asset.

Research and development costs

According to SFAS No. 2, Accounting for Research and Development Costs, all
companies are required to expense research and development costs, including
those in the development stage. The Company expensed has such costs.

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.

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.


                                       15
<PAGE>

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 and has incurred losses since formation,
resulting in accumulated deficits. 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.

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.

         Employment agreements

The Company has entered into employment agreements with various of its officers.
All agreements provide that salaries will be paid on a best efforts basis only
until such time as major financing (defined generally as the receipt of debt or
equity funding of at least $20 million) is achieved. Such salaries as are not
being paid are recorded as deferred compensation. All agreements also provide
for varying commissions for airplane sales.

One such agreement, expiring February 28, 2005, provides that in the event of
termination by the Company, for other than cause, the employee shall be provided
with a lump-sum payment of $480,000. In the event of a significant change in
control of the Company (defined, generally, as ownership of 20% or more of
outstanding common stock by a single person, or a majority of the board of
directors being persons not on the board as of February 28, 1991) the same
lump-sum payment shall also be due if the officer's position is downgraded and
the officer resigns rather than accept the downgraded position. The agreement
provides for annual salary amounts of $24,000, $38,000 or $48,000 dependent upon
the Company's operational status with respect to airplane production (pre-FAA
certification, or achievement of FAA certification, or delivery of production
aircraft number 24).

In the event of a major financing, an employment agreement with the Company's
President, expiring February 28, 2005, specifies that up to $500,000 of such
funds shall be lent to the President in the form of a non-interest bearing loan
to be later repaid out of bonus commissions otherwise due on future aircraft
sales. In the event of a major financing, the employment agreement also
specifies that in the event of termination by the Company for other than cause
the President shall be provided with a lump-sum payment of $2,500,000, plus ten
times five years' worth of bonus commissions prior earned, or projected to be
earned, on aircraft sales. In the event of a significant change in control of
the Company, subsequent to a major financing, the same lump-sum payment shall
also be due if the President's position is downgraded and the President resigns
rather than accept the downgraded position, or if the President is terminated by
the Company. The agreement provides for annual salary amounts of $250,000 upon
the Company having become a reporting company under the Exchange Act of 1934, as
it did during the 18th week of 2001.

Also in the event of a major financing, the employment agreement with another
officer, expiring February 28, 2005, provides that in the event of termination
by the Company for other than cause the employee shall be provided with a
lump-sum payment ranging from $250,000 to $350,000, dependent upon the Company
having become a reporting company under the Exchange Act of 1934 at the point of
termination. In the event of a significant change in control of the Company,
subsequent to a major financing, the agreement provides that in the event of
termination by the Company for other than cause the lump-sum payment shall
instead range from $1,250,000 to $1,750,000. The agreement provides for annual
salary amounts of $125,000, or $175,000 upon the Company having become a
reporting company under the Exchange Act of 1934.

Employment agreements with two additional officers provide that in the event of
major financing and in the event of termination by the Company for other than
cause, the employee shall be provided with lump-sum payments ranging from
$200,000 to $250,000, and $160,000 to $250,000, respectively, dependent,
respectively, upon the Company having become a reporting company under the
Exchange Act of 1934 or upon the Company's operational status with respect to
aircraft production at the point of termination. Both agreements further provide
that in the event of a significant change in control of the Company, subsequent
to a major financing, lump-sum payments of $1,000,000 to $1,250,000, and
$800,000 to $1,250,000, respectively, dependent, respectively, upon the Company
having become a reporting company under the Exchange Act of 1934 or upon
operational status, shall be provided if the employee's position is downgraded
and the employee resigns rather than accept the downgraded position, or if the
employee is terminated by the Company for other than cause. The agreements
provide for annual salary amounts of $100,000 (or $125,000 upon the Company
having become a reporting company under the Exchange Act of 1934) and $80,000,
$100,000 or $125,000 dependent upon the Company's operational status with
respect to aircraft production, respectively.

5.       Debt Owed to Officers

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

                                       16
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-----------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

All accounting and financial disclosures in this filing are unaudited. There
have been no substantive changes or disagreements with accounts on the
accounting and financial disclosure as our certified audits have not yet been
conducted. It is the Company's intent that certified audits of the accounting
and financial disclosures in this filing will be conducted and made available to
the public at a future date.


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
----------------------------------------------------------

The following persons are our directors, executive officers and significant
employees:

NAME                       AGE              POSITION
----                       ---              --------

John J. Dupont             55       President, Chief Executive Officer,
                                    Director
James S. Carey             50       Executive Vice President; Vice
                                    President of Marketing; Secretary; Director
R. Darby Boland            51       Vice President, General Manager,
                                    Director
Edward F. Eaton            52       General Counsel, Director
Thomas A. Dapogny          40       Vice President of Operations
M. Karen Shoemaker         45       Principal Accounting Officer


TERM OF OFFICE
Upon this offering, we will have four directors. In accordance with our amended
Bylaws, the terms of office of the members of our board of directors are divided
into three classes: Class I, whose term will expire in 2004, Class II, whose
term will expire at in 2005 and Class III, whose term will expire in 2003. Mr.
Carey serves as the Class I director, Mr. Boland serves as the Class II
director, and Mr. Dupont and Mr. Eaton serve as the Class III directors.


BACKGROUND OF DIRECTORS AND OFFICERS

JOHN J. DUPONT - PRESIDENT AND CHIEF EXECUTIVE OFFICER; DIRECTOR
Mr. Dupont has been a director and President and Chief Executive Officer of
American Utilicraft since 1990. From 1984 to 1989, Mr. Dupont was the President
and CEO of Skytrader Corporation, an aeronautical research and development firm
which he founded in 1984, and where he designed and developed the UV-23 Scout
STOL aircraft (see JANE'S ALL THE WORLD'S AIRCRAFT 1989). From 1989 through July
1990, Mr. Dupont was President of Advanced Lift Research, Inc. where he
completed a design feasibility study, market review and operational competitive
analysis of a new 17,000 lb. aircraft design, the UC-219, specifically for the
worldwide combination passenger/freight market.

JAMES S. CAREY - EXECUTIVE VICE PRESIDENT; VICE PRESIDENT OF MARKETING, DIRECTOR
Mr. Carey has been the Executive Vice President of Marketing and a director of
American Utilicraft since 1991. From 1985 to 1991, Mr. Carey was the Senior Vice
President of Airline Economics, Inc. where he developed production processes for
Airline Economics' publications, THE AIRLINE QUARTERLY and BLUE CHIP AIRLINE
FINANCIAL INDICATORS. He also supervised and/or performed all project research
for Airline Economics' consulting activities, airline traffic forecasts, unit
cost analysis, airline route and profitability analysis, and airline asset
valuation. Prior to that, Mr. Carey was the Director of Research and a Director
of Avmark, Inc. where he was responsible for preparation of its airline
statistical publications. He conducted aircraft values research and performed
aircraft appraisals and financial analyses for U.S. and foreign airlines. Mr.
Carey has also operated his own company, Micro Associates, which assisted
individuals and businesses in the introduction of microcomputers, developed an
aircraft leasing analysis system, provided assistance to Airline Economics, Inc.
in airline statistical publications, and instituted several personal computer
training programs. Mr. Carey has a Bachelor of Science degree from Northeastern
University in the fields of business administration and aviation technology.

                                       17
<PAGE>

R. DARBY BOLAND - VICE PRESIDENT, GENERAL MANAGER, DIRECTOR
Mr. Boland has been the Vice President and General Manager of American
Utilicraft since 1999 and a director since 2000. From 1975 to 1978, he was a
Design and Logistics Engineer with McDonnell Douglas Corporation in connection
with the F4, F15, Harpoon and Cruise Missile programs. From 1978 to 1989, he was
the Executive Manager with Southwestern Bell Corporation, where he was
responsible for the design, implementation and marketing technical support of
fiber-optic network systems for long distance and cellular service providing
companies. From 1989 to 1992, he was the Director of Corporate Development of
Restore Industries, a telecommunications service equipment provider. In 1988,
Mr. Boland founded B&H Machine, Inc., a design manufacturer of metal cutting die
products, where he served as President and Chief Executive Officer, and financed
the sale of the company in 1996. After 1996, Mr. Boland assisted American
Utilicraft with the ongoing development of its program until his recent
appointment to Vice President, General Manager and Director. Mr. Boland is a
graduate of St. Louis University with a B.S. degree in Aeronautical Engineering
Management.

EDWARD F. EATON - GENERAL COUNSEL, DIRECTOR
Mr. Eaton has been a director of American Utilicraft since 1992. He is an
attorney with Connolly, Bove, Lodge & Hutz of Wilmington, Delaware, where he has
been a partner since 1991. He practices in the areas of litigation, criminal
law, real estate law, and business and commercial law, and has been employed
with Connolly, Bove since 1986. Mr. Eaton received his J.D. from Temple
University and his Bachelor's degree from Cornell University.

THOMAS DAPOGNY - VICE PRESIDENT OF OPERATIONS
Mr. Dapogny has been with the Company since 1997 and the Vice President of
Operations since 1998. From 1986 to 1997, he served as a Project Manager and
consultant in IT/IS development for clients including Raytheon/E-Systems, Ernst
& Young, DynCorp, CACI, CSC, TRW, SAIC, MCI and Sprint. His project work
included: contract proposal development; CASE tool management; analysis and
design; rapid prototype design and production; user-group management; life-cycle
(technical, management and user) documentation; and curriculum design and
training.

M. KAREN SHOEMAKER - PRINCIPAL ACCOUNTING OFFICER
Ms. Shoemaker has been the Principal Accounting Officer of American Utilicraft
since 2000. Ms. Shoemaker has over twenty-four years of finance, accounting and
payroll experience. From 1988 to 2001, Ms. Shoemaker served as the President of
By the Numbers, Inc., an accounting management consulting firm. As President,
Ms. Shoemaker oversaw the management of automated accounting services,
controller services and consulting services including interface of payroll and
order entry and other exterior programs with accounting programs; and the
selection and implementation of automated accounting and payroll systems for
over 35 companies.


ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

The following table sets forth the compensation earned by the full-time
Executive Staff and Officers of the Company. Our bylaws authorize our board of
directors to fix the compensation of directors for services related to their
membership in board committees and allow the reimbursement of expenses of
directors for their attendance at each meeting of our board of directors.


                                       18
<PAGE>
<TABLE>
<CAPTION>

Summary Compensation Table for 2002
-----------------------------------------------------------------------------------------------------------
                                                                     Annual Compensation
-----------------------------------------------------------------------------------------------------------
Name and Principal Position                 Fiscal      Salary*            Actual Amount    Other Annual
                                            Year                           Paid             Compensation
-----------------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>                <C>              <C>
John J. Dupont (1)                          2002        $250,000*          $ 144,999.98     $        0
  President and Chief Executive Officer
-----------------------------------------------------------------------------------------------------------
James S. Carey (2)                          2002        $125,000*          $ 80,999.92      $        0
   Executive Vice President; Vice
   President of Marketing
-----------------------------------------------------------------------------------------------------------
Thomas Dapogny (3)
   Vice President of Operations             2002        $125,000*          $ 80,999.92      $        0
-----------------------------------------------------------------------------------------------------------
R. Darby Boland (4)                         2002        $ 80,000*          $61,511.35       $        0
   General Manager, Vice President
-----------------------------------------------------------------------------------------------------------
</TABLE>

*Salaries: While we must offer appropriate salaries in order to retain necessary
personnel, the Company has not had the funding at this point in time to pay its
officers their full salary. As such and to assist the Company through its
developmental stages, the officers may elect to defer payment of their full
salary.
(1) Mr. Dupont elected to defer a portion of his compensation for 2002 in the
amount of $50,000. Mr. Dupont elected to defer a portion of his compensation for
2001 in the amount of $122,204. Mr. Dupont has been deferring a portion of his
compensation each year since 1990. In October 2000 Mr. Dupont elected to convert
all deferred compensation due him as of December 31, 1999 into a warrant to
purchase shares of our common stock. For each dollar of deferred compensation
owed to him, he received a warrant to purchase one share of our common stock for
a total of 410,962 shares. The warrants have an exercise price of $3.00, expire
on September 30, 2003 and vest as follows: 50% immediately, 25% on the first
anniversary of the date of the warrant and 25% on the second anniversary of the
date of the warrant.
(2) Mr. Carey elected to defer a portion of his compensation for 2002 in the
amount of $44,000. Mr. Carey elected to defer a portion of his compensation for
2001 in the amount of $52,613. Mr. Carey has been deferring a portion of his
compensation each year since 1991. In October 2000 Mr. Carey elected to convert
all deferred compensation due him as of December 31, 1999 into a warrant to
purchase shares of our common stock. For each dollar of deferred compensation
owed to him he received a warrant to purchase one share of our common stock for
a total of 336,461 shares. The warrants have an exercise price of $3.00, expire
on September 30, 2003 and vest as follows: 50% immediately, 25% on the first
anniversary of the date of the warrant and 25% on the second anniversary of the
date of the warrant.
(3) Mr. Dapogny elected to defer a portion of his compensation for 2002 in the
amount of $44,000. Mr. Dapogny elected to defer a portion of his compensation
for 2001 in the amount of $56,950. Mr. Dapogny has been deferring a portion of
his compensation each year since 1998. In October 2000 Mr. Dapogny elected to
convert all deferred compensation due him as of December 31, 1999 into a warrant
to purchase shares of our common stock. For each dollar of deferred compensation
owed to him he received a warrant to purchase one share of our common stock for
a total of 70,731 shares. The warrants have an exercise price of $3.00, expire
on September 30, 2003 and vest as follows: 50% immediately, 25% on the first
anniversary of the date of the warrant and 25% on the second anniversary of the
date of the warrant.
(4) Mr. Boland elected to defer a portion of his compensation for 2002 in the
amount of $18,488.65. Mr. Boland elected to defer a portion of his compensation
for 2001 in the amount of $29,535. Mr. Boland has been deferring a portion of
his compensation each year since 2001.

                                       19
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

The following table sets forth certain information as to shares of our voting
stock owned by (i) each person known to beneficially own more than five percent
of our outstanding voting stock, (ii) each of our directors, including nominees
for director, and each of our executive officers, and (iii) all of our executive
officers and directors as a group. Unless otherwise indicated, the address of
each named beneficial owner is the same as that of our principal executive
offices located at 300 Petty Road N.E., Suite B, Lawrenceville, Georgia 30043.

<TABLE>
<CAPTION>
                                                                     SHARES OF
                                                                     VOTING STOCK       Percentage of Class
                                                                     BENEFICIALLY       Beneficially
NAME OF BENEFICIAL OWNER (1)                   Title of Class        OWNED (1)(2)       Owned
-------------------------                      --------------        ------             -----
<S>                                            <C>                   <C>               <C>
John J. Dupont (4)                             Series A Preferred    1,083,000         54.95%
                                               Common                1,288,481          9.75%
R. Darby Boland (5)                            Series A Preferred    887,787           45.05%
                                               Common                887,787            6.72%
James S. Carey (6)                             Common                323,271            2.45%
Edward Eaton(7)                                Common                101,232            0.77%
Thomas Dapogny (8)                             Common                129,722            0.98%
Douglas E. Smith (9)                           Common                1,665,607         22.62%
Karen Morgison (10)                            Common                1,209,329          9.15%
Patricia D. Parsons(11)                        Common                912,000           16.86%
Harlyn Hubbs                                   Common                779,076            5.90%
Swartz Private Equity, LLC (12)                Common                110,000            0.83%
LeRoy Svendsen                                 Common                478,800            3.62%

All executive officers and directors as a      Common                2,730,493         20.66%
  group (5 persons)                            Series A Preferred    1,970,787        100.00%
</TABLE>

-----------
(1)      Beneficial ownership has been determined in accordance with Rule 13d-3
         under the Securities Exchange Act of 1934. Pursuant to the rules of the
         Securities and Exchange Commission, shares of our common stock that
         each named person and group has the right to acquire within 60 days
         pursuant to options, warrants, conversion privileges or other rights,
         are deemed outstanding for purposes of computing shares beneficially
         owned by and the percentage ownership of each such person and group.
         However, such shares are not deemed outstanding for purposes of
         computing the shares beneficially owned by or percentage ownership of
         any other person or group.
(2)      Unless otherwise noted, all shares listed are owned of record and the
         record owner has sole voting and investment power, subject to community
         property laws where applicable and the information contained in the
         footnotes to this table.
(3)      Includes 1,083,000 shares of our common stock issuable upon conversion
         of our Series A Convertible Preferred Stock and 205,481 shares of our
         common stock issuable upon exercise of a common stock purchase warrant
         exercisable by Mr. Dupont at or within 60 days after the date hereof.
(4)      Includes 887,787 shares of our common stock issuable upon conversion of
         our Series A Convertible Preferred Stock convertible by Mr. Boland at
         or within 60 days after the date hereof.
(5)      Includes 168,231 shares of our common stock issuable upon exercise of a
         common stock purchase warrant that is exercisable by Mr. Carey at or
         within 60 days after the date hereof.
(6)      Mr. Eaton holds these shares together with his wife.
(7)      Includes 35,366 shares of our common stock issuable upon exercise of a
         common stock purchase warrant that is exercisable by Mr. Dapogny at or
         within 60 days after the date hereof.
(8)      Includes 458,900 shares of our common stock owned by the Smith Family
         Trust of which Mr. Smith is the trustee, and 150,000 shares of our
         common stock issuable upon exercise of a common stock purchase warrant
         that is exercisable by Mr. Smith at or within 60 days after the date
         hereof.
(9)      Includes 126,329 shares of our common stock issuable upon exercise of a
         common stock purchase warrant that is exercisable by Edward Morgison,
         the spouse of Karen Morgison, at or within 60 days after the date
         hereof.
(10)     Includes 1,000,000 shares of our common stock issuable upon exercise of
         a common stock purchase warrant issued to Patricia Parsons.
(11)     Excludes 390,000 shares of our common stock issuable upon exercise of a
         common stock purchase warrant issued to Swartz Private Equity, LLC
         ("Swartz") as we do not have enough information to assert that Swartz
         will continue as a going concern.

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<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

On October 20, 2002 the Company sold 100,000 shares of common stock to Ms.
Patricia Parsons, a beneficial owner of the Company, for a $0.50 per share. The
$50,000 purchase also included a warrant for 100,000 shares of common stock at
an exercise price of $0.50 per share.

On November 18, 2002 the Company issued 1,121,500 shares of common stock and
warrants for 1,121,500 shares of common stock exercisable at $4.00 per share to
Mr. Douglas Smith, a beneficial owner of the Company, in exchange for his
purchase of and lease agreement regarding a fleet of five (5) Cessna 404
aircraft to be used in the effort of building customers for the FF-1080
aircraft.

On December 2, 2002 the Company issued 757,000 shares of common stock and
warrants to purchase 378,500 shares of common stock exercisable at $4.00 per
share to Mr. Douglas Smith, a beneficial owner of the Company, in exchange for a
loan of $378,500. The Company agreed to repay the loan within one calendar year.


ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
------------------------------------------------------------------------

13-1  Articles of Incorporation

13-2  By-laws of American Utilicraft Corporation

13-3  8-K Filings


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, American Utilicraft Corporation. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized:

                         AMERICAN UTILICRAFT CORPORATION



           /S/ JOHN J. DUPONT                 DATE:  APRIL 28, 2004
     ----------------------------------- --------------------------------
       JOHN J. DUPONT, PRESIDENT



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:


       /S/R. DARBY BOLAND                      DATE:  APRIL 28, 2004
     -----------------------------------     --------------------------
     R. DARBY BOLAND, DIRECTOR


       /S/ EDWARD F. EATON                     DATE:  APRIL 28, 2004
     ---------------------------------       --------------------------
     EDWARD F. EATON, DIRECTOR



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