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

                                  Form 10-KSB/A
  ANNUAL REPORT PURSUANT TO SECTION15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2003   Commission File Number: 333-57552
                           -----------------                           ---------


                         AMERICAN UTILICRAFT CORPORATION
                 (Name of small business issuer in its charter)

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

    300 Petty Road, N.E.
  Lawrenceville, Georgia                                 30043
------------------------------             -------------------------------------
  (Address of principal                                 (Zip Code)
   executive offices)

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

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                    Name of each exchange on which registered
----------------------------          ------------------------------------------
Common Stock                                       OTC-Pink Sheets
(par value $.00001 per share)


         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]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to the Form 10-KSB.

         State issuer's revenues for its most recent fiscal year.  $286,550.00
                                                                   -----------

         State the aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity,  as of a specified  date  within the past 60 days.  (See  definition  of
affiliate  in Rule  12b-2  of the  Exchange  Act.).  As of  December  31,  2003,
$6,826,346.80.

         As of December 31, 2003 there were  15,423,588  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.

         If the following  documents  are  incorporated  by  reference,  briefly
describe them and identify the part of the Form 10-KSB  (e.g.,  Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders;  (2) any  proxy or  information  sheet;  and (3) any  prospectus  field
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly  described for  identifications  purposes
(e.g.  annual  report to security  holders for fiscal  year ended  December  24,
1990).

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


<PAGE>

                                TABLE OF CONTENTS

Part I            .............................................................3
     Item 1       Description of Business......................................3
     Item 2       Description of Property......................................9
     Item 3       Legal Proceedings...........................................10
     Item 4       Submission of Matters to a Vote of Security Holders.........10

Part II           ............................................................10
     Item 5       Market for Common Equity and Related Stockholder Matters....10
     Item 6       Management's Discussion and Analysis........................12
     Item 7       Financial Statements........................................13
     Item 8       Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure....................................33
     Item 8A      Controls and Procedures.....................................33

Part III          ............................................................34
     Item 9       Directors, executive Officers, Promoters and Control
                  Persons; Compliance with Section 16(a) of the Exchange Act..34
     Item 10      Executive Compensation......................................36
     Item 11      Security Ownership of Certain Beneficial Owners and
                  Management and Related Stockholder Matters..................36
     Item 12      Certain Relationships and Related Transactions..............37
     Item 13      Exhibits....................................................38
     Item 14      Principal Accountant Fees and Services......................39

















                                       2
<PAGE>

                                     PART I

Item 1. Description of Business.
--------------------------------

The Company

At the end of 2003, American Utilicraft  Corporation moved its headquarters onto
the Gwinnett County Airport (LZU) into an office/hangar  building at 554 Briscoe
Blvd, Lawrenceville, Georgia 30045.

The  Company,  located  in the  Atlanta-Metropolitan  area  on  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.  As of  December  31,  2003,  the  Company  employed  17
employees,  12 of which  were  employed  on a full time  basis.  However,  as of
January 1, 2004, the number of full time employees was reduced to five.

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 3,500 feet.

American Utilicraft holds three (3) U.S. patents. One patent is on the design of
the FF-1080 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 workload 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.

At the end of 2002 and  throughout  2003, the Company has conducted an intensive
marketing  strategy  called AUC X-Press to secure  orders for the  FF-1080.  The
Company  acquired the use of a fleet of five (5) Cessna  404s.  The Company used
this fleet and the larger (Beechcraft 1900) aircraft of an independent  operator
to fulfill  contracted  operations.  In the course of  operations,  the  Company
secured  the  trademark  to  FlexFreightTM  and offered a new model of air cargo
operations  and its inherent  savings to customers  throughout the United States



                                       3
<PAGE>

who were not transportation operators themselves.  This strategy also proved the
Company's expertise in real-world route, pricing, and operational analysis.  The
success of this marketing strategy, which focused on multiple-stop  Just-In-Time
delivery popular in manufacturing logistics operations,  proved key to securing:
a letter of intent for 300 FF-1080 aircraft; the purchase agreement of the first
36 aircraft; and the distributorship agreement committing to 300 aircraft.

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 3,500 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 workload 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
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
ranging from e-commerce  retailers directly to customers to manufacturing supply
chain operations.

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.



                                       4
<PAGE>

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
passenger  operations.  There is no cost-effective means to convert any of these
existing  aircraft  into  cargo  airplanes  that  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 3,500
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.



                                       5
<PAGE>

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.

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 that 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



                                       6
<PAGE>

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 that 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.

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.



                                       7
<PAGE>

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

There was a noticeable increase of optimism building in the aviation industry in
the  latter  half of this  year that was  apparent  at the  September  2003 NBAA
(National Business Aviation Association) Convention.  With international orders,
overall  market  requirements  still  unfulfilled,  and the industry  poised for
recovery,  the Company sees great potential for its program if it can secure the
funds to construct the FF-1080 pre-production (uncertified) prototype.

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
traceable 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.



                                       8
<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  entail 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  that  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  emphasize the benefits and features of the FF-1080
to air shippers and airline  operators as well as to companies and industries in
need of multiple-stop  Just-In-Time  shipping to support for their manufacturing
supply chains.

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 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. Description of Property.
--------------------------------

Our principal  executive  office is located at 554 Briscoe Blvd,  Lawrenceville,
Georgia 20045,  on Gwinnett  County  Airport  (LZU).  We have a 5-year lease for
18,000  square feet of hangar  space and 5,000 square feet of office space for a
monthly rent of $19,000.  We intend to continue to use these  facilities for our
management,  engineering  supervision,  and marketing  efforts until  additional
facilities are completed.

Our lease at our 300 Petty Road N.E., Suite B office in  Lawrenceville,  Georgia
location  expired on December 31, 2003. We have  continued to rent an additional
month beyond the lease to complete out move from that premises. In January 2004,
we will complete the vacating of the office/warehouse space and will be entirely
housed in the office/hangar on Gwinnett County Airport (LZU).



                                       9
<PAGE>

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.
------------------------------------------------------------

In June of 2003,  the Company  sought and  received the consent of a majority of
its shareholders to execute the AUC X-Press initiative to help secure orders for
FF-1080  aircraft:  As of June 25, 2003, the Company had received consents from:
(a) common stock  shareholders  representing  8,142,773  issued and  outstanding
shares  (54.73%);  and (b) 100% of the Series A Preferred issued and outstanding
shares. The tally of votes was: 27,850,643 in favor;  6,734,959  abstaining (not
submitted); none opposed.

Additional Information
----------------------

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.

                                     PART II

Item 5. Market for Common Equity 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.

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             1.45

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

2003           1st              1.10             0.55
               2nd              1.20             0.30
               3rd              1.05             0.51
               4th              1.00             0.40



                                       10
<PAGE>

The  number of  shareholders  of record  for the  Company's  common  stock as of
December  31, 2003 was 134,  and the number of common  stock  shares  issued and
outstanding  was  15,423,588.  The market  price of our stock at the end of this
year was $0.51.

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 and issuance of
unregistered/restricted  common shares. As a  development-stage  company,  these
transactions represent the Company's only income.

From January 1, 2003 to March 31, 2003 the Company  obtained  operating  capital
from   existing   shareholders   through  the  private   sale  and  issuance  of
unregistered/restricted  common  shares.  In this  regard,  the  Company  issued
170,000 shares of common stock in exchange for loans.

From April 1, 2003 to June 30, 2003 the Company obtained  operating capital from
existing    shareholders    through   the   private   sale   and   issuance   of
unregistered/restricted  common  shares.  In this  regard,  the  Company  issued
275,000 shares of common stock in exchange for loans.

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

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

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

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

From June 31, 2003 to September 30, 2003 the Company obtained  operating capital
from   existing   shareholders   through  the  private   sale  and  issuance  of
unregistered/restricted  common  shares.  In this  regard,  the  Company  issued
125,000  shares of common stock in exchange for loans.  During this period,  the
Company also sold shares for an  aggregate  of 90,000  shares of common stock at
$0.50 per share.

On August 14,  2003 the  Company  issued  100,000  shares to Richard  Trolard in
exchange for a loan.  On September 8, 2003 the Company  issued  25,000 shares to
Glenn Barrett in exchange for a loan. On September 29, 2003,  the Company issued
25,000  shares to Dallas Roose,  Merlen Roose,  and Todd Mulford in exchange for
loans.



                                       11
<PAGE>

From October 1, 2003 until  December 31, 2003,  the Company  obtained  operating
capital  from  existing  shareholders  through the private  sale and issuance of
unregistered/restricted  common  shares.  In this  regard,  the  Company  issued
125,000 shares of common stock in exchange for loans.

On November 19, 2003,  the Company  issued  11,856  shares of common stock to an
employee for services rendered.

On December  17,  2003,  the Company also sold shares for an aggregate of 44,000
shares of common stock at $0.25 per share.

Item 6. Management's Discussion and Analysis.
---------------------------------------------

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 $0.51.  The volume of
trading was very low and sporadic throughout the year.

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.


















                                       12
<PAGE>



Item 7. Financial Statements
----------------------------

Financial statements are audited and included herein.
The  following  financial  statements  and  schedules  are filed as part of this
report:
Independent Auditors Report dated October 11, 2004
Balance Sheet
Statements of Operations
Statement of Changes in Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements























                                       13
<PAGE>

                          Independent Auditors' Report

Board of Directors
American Utilicraft Corporation
Lawrenceville, GA


         We have audited the accompanying  balance sheets of American Utilicraft
Corporation  (Company)  as of  December  31,  2003  and  2002,  and the  related
statements of operations,  changes in stockholders  deficit,  and cash flows for
the  years  then  ended,   including  cumulative  amounts  from  July  17,  1990
(inception)  through  December  31, 2003.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of American Utilicraft
Corporation  as of December 31, 2003 and 2002, and the results of its operations
and its cash flows for the years then ended,  including  cumulative amounts from
July 17,  1990  (inception)  through  December  31,  2003,  in  conformity  with
accounting principals generally accepted in the United States of America.

         The accompanying  financial  statements have been prepared assuming the
Company will continue as a going concern.  The Company has incurred  significant
operating  losses and negative  cash flows since  formation.  In  addition,  the
Company expects to fund development  expenditures  and incur  additional  losses
until its  operations  are able to  generate  sufficient  revenues to cover such
expenditures  and losses.  The Company does not currently have  sufficient  cash
reserves to fund such anticipated expenditures and working capital requirements,
necessitating additional equity or debt financing. These factors, in addition to
other factors discussed in Note 4 to the financial statements, raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans regarding these matters are discussed in Note 4. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.



October 11, 2004
Alexandria, VA                                         HALT, BUZAS & POWELL, LTD








                                       14
<PAGE>
<TABLE>
<CAPTION>

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

                         American Utilicraft Corporation
                                  Balance Sheet
                                  Accrual Basis
                             As of December 31, 2003

                                     ASSETS
                                                                         2003            2002
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
Current assets:
    Cash                                                             $     42,305    $     38,344
    Prepaid rent                                                           10,488          10,488
    Other assets                                                            2,922           9,518
                                                                     ------------    ------------

         Total current assets                                              55,715          58,350

Prepaid rent, noncurrent                                                    4,369         568,616
Property and equipment, net of accumulated depreciation                   126,008         187,497
Patents, intellectual property and designs, net of accumulated
    amortization                                                          632,141         800,713
                                                                     ------------    ------------

Total assets                                                         $    818,233    $  1,615,176
                                                                     ============    ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses                            $  1,714,350    $  1,158,864
    Notes Payable - current                                             1,702,596         321,042
    Deferred compensation                                               1,061,557         649,686

Lease payable - long term                                                    --            14,266
                                                                     ------------    ------------

         Total liabilities                                              4,478,503       2,143,858
                                                                     ------------    ------------

Commitments and contingencies                                                --
Stockholders' deficit:
    Preferred stock, par value $.00001 per share; 7,500,000
        shares authorized; 1,970,787 shares of Series A preferred
        stock issued and outstanding                                           20              20
    Common stock, par value $.00001 per share; 35,000,000
        shares authorized; 15,423,588 and 13,195,732 shares issued
        and outstanding, respectively                                         154             131
    Additional paid in capital                                         13,175,933      12,871,169
    Stock subscription                                                     15,000            --
    Deficit accumulated during the development stage                  (16,851,377)    (13,400,002)
                                                                     ------------    ------------

         Total stockholders' deficit                                   (3,660,270)       (528,682)
                                                                     ------------    ------------

Total liabilities and stockholders' deficit                          $    818,233    $  1,615,176
                                                                     ============    ============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

                         American Utilicraft Corporation
                             Statement of Operations
                          January through December 2003



For the period
                                                  For the           For the        July 17, 1990
                                               period ended      period ended     (inception) to
                                               Dec. 31, 2003     Dec. 31, 2002     Dec. 31, 2003
                                              --------------    --------------    --------------
<S>                                           <C>               <C>               <C>
    Revenue                                   $      286,550    $         --      $      286,550
Cost of goods sold                                 1,420,286              --           1,420,286
                                              --------------    --------------    --------------

Gross loss                                         1,133,736              --           1,133,736

Expenses:

    Research and development                  $      432,695    $      682,725    $    5,705,860
    General and administration                     1,558,829         1,145,145         6,641,149
    Marketing                                        246,746           531,194         2,942,214
                                              --------------    --------------    --------------

    Loss from operations                           3,372,006         2,359,064        16,422,959
                                              --------------    --------------    --------------

Other income and expense:

    Interest income                                   41,945            36,350           172,531
    Interest expense                                 140,675           212,182         1,008,829
    Other Income                                      19,361              --              24,361
                                              --------------    --------------    --------------

      Total other income and expense                 (79,369)         (175,832)          811,937
                                              --------------    --------------    --------------


Net loss before extraordinary item                 3,451,375         2,534,896        17,234,896
Extraordinary item: gains on extinguishment
    of debt                                             --                --             383,519
                                              --------------    --------------    --------------
Net loss                                      $    3,451,375    $    2,534,896    $   16,851,377
                                              ==============    ==============    ==============


Basic and diluted loss per common share
    before extraordinary item                 $         0.25    $         0.23    $         2.28
Extraordinary item: gains on extinguishment
    of debt                                   $         --      $         --      $         0.05
                                              --------------    --------------    --------------
Basic and diluted loss per common share       $         0.25    $         0.23    $         2.23
                                              ==============    ==============    ==============

Weighted average number of common shares
    outstanding                                   13,978,350        10,852,231         7,573,084
                                              ==============    ==============    ==============
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
================================================================================
                         American Utilicraft Corporation
                  Statements of Changes in Stockholder's Equity
                             As of December 31, 2003

                                      Preferred Stock                                 Common Stock
                                      ---------------                                 ------------

                          Issued and       Price                        Issued and       Price
                         Outstanding        Per           $0.00001     Outstanding        Per           $0.00001
                           Shares          Share          Par Value       Shares         Share          Par Value
                        ------------    ------------    ------------   ------------   -------------   ------------
<S>                     <C>             <C>             <C>             <C>            <C>            <C>
Balance,
December 31, 2001          1,970,787                    $         20      9,909,232                             98
                        ------------                    ------------   ------------                   ------------
Sales of common stock
Various dates                   --                              --          593,000               1              6
Various dates                   --                              --          660,000            0.50              7
Issuance of stock
for interest on loans           --                              --          912,000            0.17              9
Issuance of stock
for aircraft lease              --                              --        1,121,500            0.50             11
Offering costs                  --                              --             --                             --
Net loss                        --                              --             --                             --
                        ------------                    ------------   ------------                   ------------
Balance,
December 31, 2002          1,970,787                              20     13,195,732                            131
                        ------------                    ------------   ------------                   ------------
Sales of common stock
Various dates                   --                              --          110,000            0.50              3
Various dates                   --                              --           44,000            0.25           --
Various dates                   --                              --          100,000            1.84              2
Stock subscription              --                              --             --                             --
Non-dilution agreement          --                              --          342,000                           --
Issuance of stock
for interest on loans           --                              --        1,620,000                             18
Issuance of stock
as compensation                 --                              --           11,856                           --
Repurchase of stock             --                              --             --                             --
Offering costs                  --                              --             --                             --
Net loss                        --                              --             --                             --
                        ------------                    ------------   ------------                   ------------
Balance,
December 31, 2003          1,970,787                    $         20     15,423,588                            154
                        ============                    ============   ============                   ============

                                                          Deficit
                                                        Accumulated
                         Additional                     During the
                          Paid-In          Stock       Developmental
                          Capital       Subscription       Stage           Total
                        ------------    ------------    ------------    ------------
Balance,
December 31, 2001       $ 11,320,407            --      $(10,865,106)   $    455,419
                        ------------    ------------    ------------    ------------
Sales of common stock
Various dates                592,994            --              --           593,000
Various dates                329,993            --              --           330,000
Issuance of stock
for interest on loans        154,681            --              --           154,690
Issuance of stock
for aircraft lease           560,739            --              --           560,750
Offering costs               (87,645)           --              --           (87,645)
Net loss                        --              --        (2,534,896)     (2,534,896)
                        ------------    ------------    ------------    ------------
Balance,
December 31, 2002         12,871,169            --       (13,400,002)       (528,682)
                        ------------    ------------    ------------    ------------
Sales of common stock
Various dates                 54,997            --              --            55,000
Various dates                 11,000            --              --            11,000
Various dates                183,571            --              --           183,573
Stock subscription              --            15,000            --            15,000
Non-dilution agreement          --              --              --              --
Issuance of stock
for interest on loans         85,829            --              --            85,847
Issuance of stock
as compensation               18,000            --              --            18,000
Repurchase of stock          (65,000)           --              --           (65,000)
Offering costs                16,367            --              --            16,367
Net loss                        --              --        (3,451,375)     (3,451,375)
                        ------------    ------------    ------------    ------------
Balance,
December 31, 2003         13,175,933          15,000     (16,851,377)     (3,660,270)
                        ============    ============    ============    ============
</TABLE>

                                       15
<PAGE>
<TABLE>
<CAPTION>

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

                         American Utilicraft Corporation
                             Statement of Cash Flows
                          January through December 2003

                                                                                       For the period
                                                       For the           For the        July 17,1990
                                                    period ended      period ended     (inception) to
                                                    Dec. 31, 2003     Dec. 31, 2002     Dec. 31, 2003
                                                   --------------    --------------    --------------
<S>                                                <C>               <C>               <C>
Cash flows from operating activities:
    Net loss                                       $   (3,451,375)   $   (2,534,896)   $  (16,851,377)
                                                   --------------    --------------    --------------
    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             85,847           154,690           889,047
         Common stock issued for rent expense                --                --             152,049
         Common stock issued for compensation
             expense                                         --                --             145,200
         Common stock warrants issued for
             interest expense                                --                --              80,000
         Common stock warrants issued for
             compensation expense                            --                --           1,120,812
         Depreciation and amortization                    237,761           294,511           992,227
         Loss on disposal of assets                          --                --              29,878
         Bad debt provision, loans to officers             60,717            85,036           560,342

         (Increase) decrease in assets:
             Prepaid rent                                 564,246            10,688           574,734
             Other assets                                   6,596            (1,000)           (2,922)
         Increase (decrease) in liabilities:
             Accounts payable                             371,914           487,465         1,530,779
             Deferred compensation                        411,871           315,038         1,061,557
                                                   --------------    --------------    --------------

         Total adjustments                              1,738,952         1,346,428         6,750,184
                                                   --------------    --------------    --------------

         Net cash used in operating activities         (1,712,423)       (1,188,468)      (10,101,193)
                                                   --------------    --------------    --------------


Cash flows from investing activities:
    Decrease (increase) of prepaid rent                      --                --             (28,842)
    (Payment) refund of deferred offering costs            16,367           (87,645)         (770,807)
    Purchases of property and equipment                    (7,701)          (19,567)         (582,464)
    Loans to officers                                     (60,717)          (85,035)         (560,341)
                                                   --------------    --------------    --------------

         Net cash used in investing activities            (52,051)         (192,247)       (1,942,454)
                                                   --------------    --------------    --------------

Cash flows from financing activities:
    Payments of lease principal                           (14,266)           (2,746)          (17,797)
    Proceeds from issuance of capital
        stock                                             282,574           922,999         8,704,580
    Proceeds from notes payable                         1,513,627           321,042         1,834,669
    Proceeds from issuance of common
        stock warrants                                       --                --           1,578,000
    Return of common stock purchase amount                (13,500)             --             (13,500)
                                                   --------------    --------------    --------------



                                       16
<PAGE>

Net cash provided by financing activities               1,768,435         1,241,295        12,085,952
                                                   --------------    --------------    --------------

Net increase (decrease) increase in cash                    3,961          (139,420)           42,305

Cash, beginning of year                                    38,344           177,764              --
                                                   --------------    --------------    --------------

Cash, end of year                                  $       42,305    $       38,344    $       42,305
                                                   ==============    ==============    ==============


Supplemental disclosures of noncash information:

Common stock issued for loan interest              $       85,847    $      154,690    $      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 issued as settlement of
    compensation payable                           $         --      $         --      $       50,000
Common Stock warrants issued for due to
    stockholder                                    $         --      $         --      $       74,500
Purchase of equipment by issuance of debt          $         --      $         --      $       17,791
Return of common stock investment by
     issuance of note                              $       65,000    $         --      $       65,000

</TABLE>

================================================================================
                          Notes to Financial Statements

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  segment of the air cargo hub and
         spoke system.


                  The Company's  twelve 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
         standards  industry  air  containers  on  short-to-medium  range/medium
         density  routes from  feeder  airports  with  runways as short as 3,000
         feet.



                                       17
<PAGE>

                  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 operating 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
         expedited  plan will  accelerate  sales into the  Company  and move the
         Company to profitability.

                  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

         Method of accounting
         --------------------

                  The  Company  maintains  its  books  on the  accrual  basis of
         accounting for financial and income tax purposes.

         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 and disclosure of contingent  assets and liabilities at
         the  date of the  financial  statements  and the  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



                                       18
<PAGE>

         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 on the
         related assets 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.  There are no significant  timing differences
         between  income  reported  for  financial  statement  purposes and that
         reported for income tax purposes. Accordingly, there is no provision in
         these  financial  statements  for deferred  income taxes.  Business tax
         credits are  accounted  for as a reduction of income tax expense in the
         period the  credits  are used.  Income tax  expense  for the year ended
         December 31, 2003 and 2002 was $0.

         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 the  straight-line
         method with leasehold  improvements  being depreciated over the shorter
         of the remaining life of the lease, and vehicles,  furniture,  software
         and equipment being depreciated and amortized over 3 to 10 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,  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
         ------------------------------

                  According  to  SFAS  No.  2,   Accounting   for  Research  and
         Development  costs,  including  those  in the  development  stage.  The
         Company  expensed such costs of $432,695 and $682,725 in 2003 and 2002,
         respectively,  and  has  expensed  $5,705,860  from  inception  through
         December 31, 2003.



                                       19
<PAGE>

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

                  Net loss per share is based on the weighted  average number of
         shares of common stock  outstanding  during each  period,  after giving
         effect to the  recapitalization  and stock split  described  in Note 8.
         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.

         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
         operation   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 assets. SFAS No. 121 also address the accountings 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 allocated  under SFAS No. 123,  Accounting  for Stock
         Based  Compensation,   to  account  for  stock  based  compensation  to
         employees.

                  The Company has elected to use the  intrinsic  value method of
         Accounting Principles Board Opinion No. 25, Accounting for Stock Issued
         to Employees,  as allocated  under SFAS No. 123,  Accounting  for Stock
         Based  Compensation,   to  account  for  stock  based  compensation  to
         employees.



                                       20
<PAGE>

         Comprehensive income
         --------------------

                  The Company has adopted SFAS No. 130, Reporting  Comprehensive
         Income.  Comprehensive income as defined includes all changes 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  provision of SFAS No. 125,  Accountings
         for Transfers and Servicing of Financial Assets and  Extinguishment  of
         Liabilities.  Such gains and losses are reported as extraordinary items
         to net income.

         Employment agreements
         ---------------------

                  The Company has employment  agreements  with five officers and
         employees.  The agreements provide for base annual salaries aggregating
         $550,000. Also, the agreements provide for certain bonuses, the amounts
         and  conditions of which vary by  individual.  All bonuses are based on
         gross sales.  The  agreements  are effective as of the first day of the
         month in which the major start-up financing (approximately $20,000,000)
         is obtained.

         Deferred compensation
         ---------------------

                  Per agreement  between the Company and certain of the officers
         and  employees,  payment for  compensation  for past  services has been
         deferred  to a future  date.  Terms and  conditions  of  repayment  are
         undetermined.  Principal  amounts due as of December  31, 2003 and 2002
         were $1,061,557 and $649,686, respectively.

         Reclassifications
         -----------------

                  Certain prior year  reclassifications  have been made in order
         to conform with the current year financial statement presentation.

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.


                                       21
<PAGE>

                  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.

                  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 $3,451,375 and
         $2,534,896  in 2003 and 2002,  respectively,  and has  incurred  losses
         since formation,  resulting in accumulated  deficits of $16,351,377 and
         $13,400,002  as of December  31, 2003 and 2002,  respectively.  For the
         years ended December 31, 2003 and 2002, respectively,  the Company also
         generated   negative  cash  flow  from  operations  of  $1,712,423  and
         $1,188,468.  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  revenue  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.

                  According to the Company's long-term business plan, management
         anticipates the Company's cash  requirements for the next twelve months
         may be satisfied  from the proceeds of the  Investment  Agreement  (see
         Note 10- Investment Agreement). 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  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.


                                       22
<PAGE>

5.       Property and equipment

         The following summarizes property and equipment as of December 31:

                                                           2003          2002
                                                       -----------   -----------

         Computer equipment                                296,565       296,129
         Equipment                                         136,643       135,693
         Furniture                                          40,623        40,038
         Leasehold improvements                             96,544        90,817
                                                       -----------   -----------

         Total cost                                        570,375       562,677

         Accumulated depreciation
             and amortization                              444,367       375,180
                                                       -----------   -----------

         Net property and equipment                    $   126,008   $   187,497
                                                       ===========   ===========

                  Depreciation   and   amortization   expense  of  property  and
         equipment  for the years ended  December  31, 2003 and 2002 was $69,189
         and $103,252, respectively.

6.       Due from officers

                  Since 1993 the Company has, from time to time,  advanced funds
         to its President, such amounts aggregating to $529,660 through December
         31, 2003.  Interest,  imputed at an annual rate of 8%, has been accrued
         on these  lendings,  such  interest  income  amounting  to $39,747  and
         $34,191 for 2003 and 2002, respectively.

                  The  Company has  advanced  to another  officer of the Company
         amounts aggregating $30,682 through December 31, 2003.

                  By Board resolution, these amounts will be later repaid out of
         bonus commissions otherwise due on future aircraft sales. Because there
         is  substantial  doubt about the  Company's  ability to  generate  such
         future sales,  all amounts due from officers have been fully  reserved.
         Such amounts,  and the equal reserve amount, were $560,342 and $499,625
         as of December 31, 2003 and 2002, respectively.

7.       Related party transactions

                  During  2002,  the  Company's  President  loaned  the  Company
         $361,096.  This loan  carries no specific  interest  rate or  repayment
         terms. In addition, the Company rented aircraft from an entity in which
         the President was a member.  The rental  payments were $226,833  during
         the year ended December 31, 2003.


                                       23
<PAGE>

8.       Stock split and authorized shares

                  On April 24, 2000 the Company amended its corporate charter so
         as to increase  the number of  authorized  shares of common  stock from
         10,000  to  20,000.  On May 24,  2000 the  Company  again  amended  its
         corporate  charter to further increase the number of authorized  shares
         of common  stock  from  20,000 to  24,000,000.  Par value of the common
         stock was  unchanged at $.00001 per share.  On May 24, 2000 the Company
         also affected a 456:1 stock split. The financial statements reflect the
         stock split for all periods presented.

                  In  September  2000 the Company  again  amended its  corporate
         charter so as to  increase  the number of  authorized  shares of common
         stock  from  24,000,000  to  35,000,000,  with par value  unchanged  at
         $.00001.  Simultaneously,  the Company  authorized  7,500,000 shares of
         preferred  stock,  par value $.00001 per share,  with  preference to be
         determined  at the time of issuance.  Such  preferences  could  include
         dividend rights,  conversion right,  voting rights,  redemption rights,
         liquidation  preferences or sinking fund terms. The preferred stock may
         be issued in one or more series with number of shares  constituting any
         series or the designation of any series to be determined.

                  In  September  2000 the  Company  authorized  the  issuance of
         Series A  Preferred  Stock.  The  Series A stock is  identified  in all
         respects to the Company's  common stock,  except for associated  voting
         rights,  which  are in a ratio of 10:1  versus  the  voting  rights  of
         common.  The preferred  stock is  convertible to common on a one-to-one
         basis. In the event of certification  of the Company's  airplane by the
         Federal  Aviation   Administration  (FAA)  the  conversion  will  occur
         automatically.

9.       Notes Payable

                  During the year ended December 31, 2003, various  stockholders
         of the Company  loaned a total of $970,000.  The loans  maturity  dates
         were between May 2003 and January  2004.  The loans require the Company
         to issue  additional  shares of the Company's  stock as interest on the
         notes.  For the year  ended  December  31,  2003,  the  Company  issued
         1,620,000  shares of stock in satisfaction  of the interest.  The stock
         was valued at between  $.03 and $.06 per share based on interest  rates
         of between 10% and 16% per annum.  The balance of the notes at December
         31, 2003 and 2002 was $1,290,000 and $320,000, respectively.

                  In  addition  to  the  above  notes,  the  Company  signed  an
         agreement  to  repurchase  stock  from two  individuals.  The stock was
         repurchased  for $65,000 and the note is to be paid by January 2004. As
         of December 31, 2003, the note has a remaining balance of $51,500.


                                       24
<PAGE>

10.      Commitments and contingencies



         Operating leases

                  The  Company  signed  a  lease  agreement  for  facilities  in
         Lawrenceville,  Georgia  effective  May 1,  2003.  The lease  agreement
         expires on May 31, 2008 and requires a monthly rent payment of $19,000.
         In  addition  to the lease  amount,  the  Company  is  responsible  for
         utilities and taxes.

                  Aggregate annual minimum lease commitments in future years are
         as follows:

                           For fiscal years ending in,

                           2004                                     $    152,000
                           2005                                          228,000
                           2006                                          228,000
                           2007                                          228,000
                           2008                                          228,000
                           2009                                           95,000
                                                                    ------------
                           Total                                    $  1,159,000
                                                                    ============

                  Rent expense for the period  ended  December 31, 2003 and 2002
         was $205,392 and $51,925, respectively.

         Investment agreement
         --------------------

                  Pursuant to certain agreement made in May 2000, and as amended
         on March 8, 2001, between the Company and Swartz, the Company may issue
         an undetermined number of shares of its common stock in exchange for up
         to $50 million from Swartz. As an additional  inducement to Swartz, the
         Company  has also  provided  Swartz a warrant to purchase up to 500,000
         shares of its  common  stock at an  initial  price of $1 per share (the
         commitment warrant).

                  Shares of common  stock will be issued to Swartz via Puts.  No
         Puts  will be  exercised  until  such  time  as the  SEC  has  declared
         effective the Company's  registration statement with the SEC (effective
         date) and the Company's common stock has been listed on and is actively
         trading on a national  exchange.  The Company shall have until March 8,
         2002 to have its registration  statement  declared  effective,  or this
         investment  agreement will  terminate.  No Puts will be exercised after
         the date that is three years after the effective date.

                  Each Put shall  specify  the number of shares of common  stock
         being  offered  and the sale  price per share.  Although  the Puts will
         specify the number of shares being offered  Swartz can opt to buy fewer
         shares if to do  otherwise  would  result in  Swartz  owning  more than
         certain  agree upon  amounts  (generally,  9.99% of total  common stock
         outstanding, computed on a fully diluted basis). The parties agree that
         the sale price per share will  generally be calculated at 91% of market
         price.  Should such sales  occur,  the  discount in sales price will be
         accounted for as deemed dividend to Swartz.


                                       25
<PAGE>

                  Each Put shall  specify  the number of shares of common  stock
         being  offered  and the sale  price per share.  Although  the Puts will
         specify the number of shares being offered  Swartz can opt to buy fewer
         shares if to do  otherwise  would  result in  Swartz  owning  more than
         certain  agree upon  amounts  (generally,  9.99% of total  common stock
         outstanding, computed on a fully diluted basis). The parties agree that
         the sale price per share will  generally be calculated at 91% of market
         price.  Should such sales  occur,  the  discount in sales price will be
         accounted for as deemed dividend to Swartz.

                  The  parties  further  agree that Puts with a least $1 million
         total value must be offered each six month  period,  or a non-usage fee
         of  $100,000,  or less,  will be paid by the  Company.  Any  such  fees
         incurred would be accounted for as reduction to the capital accounts.

                  The commitment  warrant is exercisable for a five-year period;
         that  five-year  period  began May 3, 2000 as to  400,000  shares,  and
         October 14, 2000 for the remaining 100,000 shares. The initial exercise
         price of $1 per share may be  periodically  lowered  commensurate  with
         declines in market price as set forth in the agreement.  The fair value
         of the  commitment  warrant  ($435,000 at $.87 per warranted  share) is
         reflected  on the  financial  statements  as a  component  of  deferred
         offering costs.

                  In addition to the commitment  warrant  described  above,  the
         Company  may also  provide  additional  warrants  to Swartz in order to
         ensure that the sum of the number of shares of common stock represented
         by the commitment warrant plus any additional  warrants shall initially
         equal at least four  percent  of the total  common  stock  outstanding,
         computed on a fully  diluted  basis.  The  additional  warrants will be
         initially issued, if necessary,  at the earlier of the first Put notice
         or April 14, 2001.  Additional  warrants may be issued every six months
         subsequent  to that date,  if  necessary,  in order to ensure  that the
         number of shares of common stock represented by the commitment  warrant
         plus any  additional  warrants  equal  four  percent  of  common  stock
         outstanding  as  of  the  first  six  month   anniversary,   or  lesser
         percentages at later six moth intervals,  such percentages declining by
         one  half of one  percent  at each  anniversary  date.  Any  additional
         warrants issued shall be exercisable for a five-year period,  and shall
         have  an  initial  exercise  price  of  $1  per  share,  which  can  be
         periodically lowered commensurate with declines in market price.

                  The Company has agreed to reserve, on a best efforts basis, 10
         million  of its  authorized  35  million  shares  of  common  stock for
         issuance  to  Swartz  relative  to  the  Put  and  commitment   warrant
         agreements  herein  described,  the  Company  has also agree to provide
         Swartz a right of first refusal for any common stock otherwise  offered
         for sale pursuant to any private  capital  raising  transactions.  This
         right of first  refusal shall exist from March 1, 2001 until four years
         after the effective date.

                  The Company  believes  that Swartz has  defaulted  on material
         components of the investment agreement as restated and amended on March
         8, 2001.  The Company  considers  Swartz in breach of the agreement and
         that  Swartz  has no rights  thereunder.  Furthermore,  the  investment
         agreement sets a minimum  exercise price of $1.00 per share ($.50 split
         adjusted),  such that  exercise  is  unlikely  based on current  market


                                       26
<PAGE>
<TABLE>
<CAPTION>

         pricing.  The Company  has not,  however,  received a release  from the
         investment  agreement  from  Swartz,  and the  Company  has not pursued
         further legal actions to definitively cancel the investment  agreement.
         At this time, the Company  considers  obligations  under the investment
         agreement to be contingent upon future events.

                  The Company  believes  that Swartz has  defaulted  on material
         components of the investment agreement as restated and amended on March
         8, 2001.  The Company  considers  Swartz in breach of the agreement and
         that  Swartz  has no rights  thereunder.  Furthermore,  the  investment
         agreement sets a minimum  exercise price of $1.00 per share ($.50 split
         adjusted),  such that  exercise  is  unlikely  based on current  market
         pricing.  The Company  has not,  however,  received a release  from the
         investment  agreement  from  Swartz,  and the  Company  has not pursued
         further legal actions to definitively cancel the investment  agreement.
         At this time, the Company  considers  obligations  under the investment
         agreement to be contingent upon future events.

         Deferred compensation
         ---------------------

                  Per agreements between the Company and certain of its officers
         and  employees,  payment for  compensation  for past  services has been
         deferred to a future date.  Amounts,  of $1,061,557  have accrued as of
         December 31, 2003.

         Stock warrants
         --------------

                  In 2002,  the  Company  issued to certain of its  stockholders
         common stock warrants  providing the right to purchase 2,243,000 shares
         of the Company's  common stock at exercise  prices ranging from $.50 to
         $4.00 per share.  The exercise price may be later adjusted  pursuant to
         an  antidilution  clause.  The  holder's  right to exercise the warrant
         vests as to a half of the warrant  shares after one year,  with vesting
         in the remaining  shares occurring after two years. The warrants expire
         after three years. In the event that the warrant is partially or wholly
         exercised,  the holder  agrees to restrict  sales of common  stock thus
         received  to 15% or  less of  otherwise  trading  volume  in any 90 day
         period,  with trading volume  measured as average weekly trading volume
         during the four weeks immediately prior to such sales.

         As of December 31, 2003, stock warrants were outstanding as follows:

Holder                    Issue Date         Vesting Date       Expiration Date   Warranted Shares    Exercise Price
------                    ----------         ------------       ---------------   ----------------    --------------
<S>                       <C>                <C>                <C>               <C>                 <C>
Swartz Private Equity     May 3, 2000         May 3, 2000         May 3, 2005             390,000     $         1.00
Stockholder             August 28, 2001     August 28, 2003    January 30, 2007            25,000     $         2.00
Stockholders            August 28, 2001     August 28, 2003    January 30, 2007             7,500     $         2.00
Stockholder             August 28, 2001     August 28, 2003     August 28, 2004             1,000     $         2.00
Stockholder           September 30, 2001  September 30, 2001  September 30, 2011           30,000     $         3.33
Stockholders           December 5, 2001      June 5, 2002      December 5, 2007           500,000     $          -






                                       27
<PAGE>

Holder                    Issue Date         Vesting Date       Expiration Date   Warranted Shares    Exercise Price
------                    ----------         ------------       ---------------   ----------------    --------------
Stockholders           December 5, 2001    December 2, 2002    December 5, 2007           500,000     $         1.00
Stockholder            December 3, 2001    December 3, 2003    December 3, 2004           100,000     $         5.00
Stockholders           December 5, 2001    December 5, 2002    December 5, 2007           102,300     $         1.00
Stockholders          Feb. 1 to July 25,  Feb. 1 to July 25,     July 25, 2005            321,500     $         1.00
                             2002                2003
Stockholders          Feb.1 to July. 25,  Feb. 1 to July 25,     July 25, 2005            321,500     $         1.00
                             2002                2004
Stockholder            December 2, 2002    December 2, 2003    January 30, 2007           189,250     $         4.00
Stockholder            December 2, 2002    December 2, 2004    January 30, 2007           189,250     $         4.00
Stockholder            December 2, 2002    December 2, 2002    December 31, 2009        1,121,500     $         4.00
Stockholder           September 25, 2002  September 25, 2003  September 25, 2005           50,000     $         0.50
Stockholder           September 25, 2002  September 25, 2004  September 25, 2005           50,000     $         0.50
                                                                                   --------------
                                Total common stock warrants outstanding                 9,651,132                -
                                                                                   ==============
</TABLE>

                  The Company leases a plane from one of its  stockholders.  The
         agreement  provided the stockholder  with 45,600  additional  shares of
         common  stock.  That stock has been valued at $52,440,  which amount is
         being  amortized  over the 60-month  period of the lease as  additional
         rent. The future annual minimum lease commitment for 2004 is $30,340.

                  Plane rental  expense for the year ended December 31, 2003 and
         2002 was $3,496 and $36,402, respectively.

         Employment agreements
         ---------------------

                  The  Company  has  entered  into  employment  agreements  with
         several 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  (see Note 10). All agreements  also
         provide for varying commissions for airplanes sales.

                  The  Company  has  entered  into  employment  agreements  with
         several 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  (see Note 10). All agreements  also
         provide for varying commissions for airplanes 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 officer
         resigns  rather  than accept the  downgraded  position.  The  agreement
         provides  for  annual  salary  amounts of  $24,000,  $38,000 or $48,000



                                       28
<PAGE>

         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
         commission  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 as  $250,000  upon the
         Company  having  become a reporting  Company  under the Exchange Act of
         1934.

                  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  other  than  cause  the
         lump-sum payment shall instead range from $1,250,000 to $1,750,000 upon
         the Company having become a reporting Company under the Exchange Act of
         1934.

                  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  other  than  cause  the
         lump-sum payment shall instead range from $1,250,000 to $1,750,000 upon
         the Company having become a reporting Company under the Exchange Act of
         1934.

                  On July 15, 2000 additional employment agreements were entered
         into with two additional officers. One agreement was further amended on
         October 4, 2000. Both agreements  expire July 15, 2003. Both agreements
         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  payment ranging from $200,000 to $250,000,  and



                                       29
<PAGE>

         $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  payment 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 agreement  provide
         for annual salary  amounts of $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.

11.      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.  The tax effect of these and other
         temporary  differences  that  give  rise  to  significant  portions  of
         deferred  tax assets at December  31, 2003 and 2002 are  summarized  as
         follows:

                                                        2003           2002
                                                    -----------    -----------

         Research and development costs             $ 1,939,992    $ 1,792,876
         Start-up and organizational costs            3,238,370      2,208,945
         Accrued compensation expense                   381,076        381,076
         Accrued interest expense                       262,700        262,700
                                                    -----------    -----------

              Total deferred tax assets               5,822,138      4,645,597
         Less: valuation allowance                   (5,822,138)    (4,645,597)
                                                    -----------    -----------

              Net deferred tax assets               $      --      $      --
                                                    ===========    ===========

12.      Subsequent Events

                  On June 28,  2004 as a result  of  shareholder  approval,  the
         authorized  common shares of the Company were increased from 35,000,000
         to 200,000,000, and a two-for-one forward stock split of all common and
         preferred  shares  occurred  for  stockholders  of record as of May 19,
         2004. In addition,  all of the outstanding preferred shares,  1,970,787
         will be converted to common  shares  within six months of May 19, 2004.
         This conversion occurred on June 3, 2004.

                  Certain stock warrants that were issued between September 2000
         and  December  2002  expired  during  2003.  On  February  6,  2004  in
         accordance  with a resolution by the Board of Directors of the Company,
         these warrants were reissued and the expiration was extended to January
         30, 2007. The total warrants that were extended to January 30, 2007 was
         10,938,203.



                                       30
<PAGE>

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

Item  8.  Changes  In and  Disagreements  with  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
          Financial Disclosure
          --------------------

There have been no  substantive  changes or  disagreements  with accounts on the
accounting and financial disclosure.

Item 8A. 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.  The Company  maintains  disclosure  controls and procedures that are
designed to ensure that  information  required to be disclosed in the  Company's
Securities Exchange Act reports is recorded, processed,  summarized and reported
within the time periods  specified in the Securities  and Exchange  Commission's
rules and forms,  and that such  information is accumulated and  communicated to
the  Company's  management,  including  the  President  and  Vice  President  of
Operations,  as  appropriate,  to  allow  timely  decisions  regarding  required
disclosure.

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.
..

There have not been any changes in the Company's internal control over financial
reporting  (as such term is defined in Rules  13a-15(e) and 15d- 15(e) under the
Securities  Exchange  Act) during the fiscal year ended  December  31, 2003 that
have  materially  affected,  or are reasonably  likely to materially  affect the
Company's internal control over financial reporting.






                                       31
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
--------------------------------------------------------------------------------
        With Section 16(a) of the Exchange Act.
        ---------------------------------------

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

Name                       Age               Position
----                       ---               --------
John J. Dupont             56       President, Chief Executive Officer, Director
R. Darby Boland            52       Vice President, General Manager, Director
Edward F. Eaton            55       General Counsel, Director
Thomas A. Dapogny          41       Vice President of Operations
M. Karen Shoemaker         46       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 2006.  The
Company expects the director position held by Mr. Carey, who served as the Class
I director,  will be filled in 2004. 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.

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.


                                       32
<PAGE>

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.,  and  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.

Reporting Defaults and Corporate Governance Matters
As a result of  September  11, 2001,  the  Company's  business  plan and capital
raising  abilities were severely  handicapped.  The Company  quickly went into a
capital preservation mode, including  significantly  curtailing of outside legal
and accounting  expenses,  and defaulted in its reporting  obligations under the
Securities  Exchange  Act of 1934 (the  "Exchange  Act").  The  recent  economic
renaissance  and  fuel  prices  have  reinvigorated  the  Company's  ability  to
capitalize  on  its  intellectual   property,   including  the  development  and
exploitation of the FF-1080 aircraft.  As a result the Company is endeavoring to
cure its reporting defaults and submit periodic reports for the missing period.

An ancillary aspect of the Company's  capital  preservation  efforts is that the
Company  failed to  implement an Audit  Committee or a Code of Ethics,  as those
terms are defined in the Exchange Act. The Company intends to cure its reporting
deficiencies  by  November  5, 2004,  and adopt  adequate  corporate  governance
measures to comply with the Exchange Act by December 31, 2004.

In addition to the Company's reporting shortfalls,  the Company's  shareholder's
that may be subject to the reporting  requirement  of Section 16 of the Exchange
Act have not filed  their  form 4s and 5s for  2001,  2002,  2003 and 2004.  The
Company  is  undertaking  an effort to have  each of its  shareholders  that are
subject to Section 16 reporting  requirement  bring their filings  current as of
the end of fiscal 2004.



                                       33
<PAGE>
<TABLE>
<CAPTION>

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.

Summary Compensation Table for 2003
                                                                  Annual Compensation
                                           Fiscal               Actual Amount    Other Annual
Name and Principal Position                Year    Salary*      Paid             Compensation
<S>                                        <C>     <C>          <C>              <C>
John J. Dupont (1)                         2003    $250,000*    $ 144,230.75     $    0
  President and Chief Executive Officer
Thomas Dapogny (2)                         2003    $125,000*    $  67,692.24     $    0
   Vice President of Operations
R. Darby Boland (3)                        2003    $ 80,000*    $ 64,956.86      $    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 2003 in
          the amount of $50,000;  $55,769.25 remains as debt owed to Mr. Dupont.
          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.
     (2)  Mr. Dapogny elected to defer a portion of his compensation for 2003 in
          the amount of $44,000; $13,307.76 remains as debt owed to Mr. Dapogny.
          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.
     (3)  Mr. Boland elected to defer a portion of his  compensation for 2003 in
          the amount of $15,043.14. 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.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
--------------------------------------------------------------------------------
          Related Stockholder Matters.
          ----------------------------

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 554 Briscoe Blvd, Lawrenceville, Georgia 30045.
<TABLE>
<CAPTION>
                                                                                           Percentage of
                                                                                           Voting Stock
                                                                                              (fully
                                                                                              diluted)
                                                Options &                                   Beneficially
 Name of Beneficial Owner (1)   Series A        Warrants        Common        Owned (2)       Owned(3)
 -------------------------      --------        --------        ------        ------          -----
<S>                             <C>             <C>             <C>           <C>             <C>
John J. Dupont                  1,083,000                                     1,083,000        5.09%

R. Darby Boland                   887,787                                       887,787        4.17%

Karen Shoemaker                                                  95,000          95,000        0.45%

James S. Carey                                                  155,040         155,040        0.73%




                                       34
<PAGE>

Edward Eaton                                                    101,232         101,232        0.48%

Thomas Dapogny                                                   94,356          94,356        0.44%

Douglas E. Smith (4)                           1,432,250      1,515,607       2,947,857       13.84%

Karen Morgison                                                1,083,000       1,083,000        5.09%

Patricia D. Parsons                            1,152,300      1,629,000       2,781,300       13.06%

Harlyn Hubbs                                                    779,076         779,076        3.66%

Swartz Private Equity, LLC                       390,000        110,000         500,000        2.35%

Richard J. Trolard                               100,000      1,073,077       1,173,077        5.51%

LeRoy Svendsen                                                  478,800         478,800        2.25%

All executive officers and
directors as a group (5)        1,970,787              0        420,628       2,416,415       11.35%
</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.
     (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)  Percentage  beneficial  ownership  is  calculated  on a fully  diluted
          basis,  which assumes  21,293,175  shares of common stock issued based
          upon: (a) 15,423,588  shares of common stock issued and outstanding as
          of December 31, 2003;  (b)  conversion of the Series A Preferred  into
          1,970,787 shares of common stock; and (c) the exercise of all warrants
          exercisable  within 60 days (i.e. the issuance of 3,898,800  shares of
          common stock appurtenant thereto).
     (4)  Includes  458,900 shares of our common stock owned by the Smith Family
          Trust of which Mr. Smith is the trustee. (5) Includes Dupont,  Boland,
          Shoemaker, Carey, Eaton and Dapogny.


Item 12. Certain Relationships and Related Transactions
-------------------------------------------------------

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

Ronald  Parsons  is husband  to  Patricia  Parsons,  a  beneficial  owner of the
Company. The loan transaction conducted with Mr. Parsons is outlined below.

On June 12, 2003 the two  officers of the  Company,  John J. Dupont  (President,
CEO) and R. Darby Boland (VP, General Manager) personally guaranteed and secured
a loan for $375,000 from Ronald Parsons to American Utilicraft. The two officers
signed a Promissory  Note to secure the loan, for  compensation of which to date
they have not received.  For making the loan to the Company,  Parsons'  received
375,000 shares of common stock, issued in the name of beneficial Owner, Patricia
Parson.  Parsons'  deducted $18,750 (5%) from the loan to pay  AmeriFinancial at
closing;  $5,000 of Parsons' legal fees was also paid out of the loan. The total
amount of cash realized by the Company in form of this loan was $351,250.

Mr.  Trolard made a loan of  $183,572.75  to the Company in exchange for 100,000
shares of unregistered common stock.



                                       35
<PAGE>

Mr.  Trolard  loaned the Company  $50,000 for which the  Company  issued  50,000
shares of unregistered  common stock.  Per the loan  agreement,  the Company has
issued 300,000 additional shares for the extension on this loan.

Item 13. Exhibits
-----------------

Exhibit
No       Description                                                        Note
------- ------------                                                        ----
3.1     Certificate of Incorporation of American  Utilicraft  Corporation    1.
        filed with the Delaware Secretary of State on August 9, 1990
3.2     Bylaws of American Utilicraft Corporation.                           1.
3.3     Certificate of Amendment of the Certificate of  Incorporation  of    1.
        American Utilicraft Corporation filed with the Delaware Secretary
        of State on April 24, 2000.
3.4     Certificate of Amendment of the Certificate of  Incorporation  of    1.
        American Utilicraft Corporation filed with the Delaware Secretary
        of State on May 24, 2000.
3.5     Certificate of Amendment of the Certificate of  Incorporation  of    1.
        American Utilicraft Corporation filed with the Delaware Secretary
        of State on October 5, 2000.
3.6     Certificate of Secretary of American Utilicraft Corporation dated    1.
        October 6, 2000 amending Bylaws.
3.7     Certificate of Determination of American  Utilicraft  Corporation    1.
        creating the Series A 1.  Convertible  Preferred Stock filed with
        the Delaware Secretary of State on October 5, 2000.
4.1     Specimen stock certificate of common stock of American Utilicraft    1.
        Corporation.
10.1    Amended and Restated Investment Agreement by and between American    1.
        Utilicraft Corporation and Swartz Private Equity, LLC dated March
        8, 2001.
10.2    Employment   Agreement   by  and  between   American   Utilicraft    1.
        Corporation and John Dupont dated February 28, 1991.
10.3    Employment   Agreement   by  and  between   American   Utilicraft    1.
        Corporation and James Carey dated August 15, 1991.
10.4    Amendment  Number  One to  Employment  Agreement  by and  between    1.
        American Utilicraft Corporation and John Dupont dated January 21,
        1993.
10.5    Amendment  Number  One to  Employment  Agreement  by and  between    1.
        American Utilicraft Corporation and James Carey dated January 21,
        1993.
10.6    Amendment  Number  Two to  Employment  Agreement  by and  between    1.
        American  Utilicraft  Corporation  and John Dupont dated April 6,
        1999.
10.7    Amendment  Number  Two to  Employment  Agreement  by and  between    1.
        American  Utilicraft  Corporation  and James Carey dated April 6,
        1999.
10.8    Employee Agreement by and between American Utilicraft Corporation    1.
        and Thomas Dapogny dated July 15, 2000.
10.9    Third Amendment to Employment  Agreement by and between  American    1.
        Utilicraft Corporation and John Dupont dated October 4, 2000.
10.10   Third Amendment to Employment  Agreement by and between  American    1.
        Utilicraft Corporation and James Carey dated October 4, 2000.
10.11   First Amendment to Employment  Agreement by and between  American    1.
        Utilicraft Corporation and Thomas Dapogny dated October 4, 2000.



                                       36
<PAGE>

10.12   Convertible Subordinated Promissory Note dated July 11, 2000 made    1.
        by American Utilicraft Corporation in favor of Douglas E. Smith.
10.13   Assignment  entered  into by John  Dupont  in favor  of  American    1.
        Utilicraft Corporation dated May 24, 2000.
10.14   Technical Services Purchase Agreement between American Utilicraft    1.
        Corporation and The Aerostructures Corporation, dated December 1,
        2000.
16.1    Letters of change in certifying  accountant from Halt, Thrasher &    2.
        Buzas, LLP to J.H. Cohn, LLP
16.2    Letters of change in certifying accountant from J.H. Cohn, LLP to    3.
        Halt, Buzas & Powell, LLP
23.1    Consent of Halt, Thrasher & Buzas, LLP, Chartered Accountants.
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

Item 14. Principal Accountant Fees and Services.
-----------------------------------------------

The accountant firm of Halt,  Thrasher & Buzas,  LLP billed American  Utilicraft
$50,000  for the  preparation  of the  financial  statements  used in this  Form
10-KSB/A.  The auditors have not performed any tax or other work for the Company
at this time.
















                                       37
<PAGE>

                                   Signatures

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized American Utilicraft Corporation


Date:  November 11, 2004                             /s/ John J. Dupont
                                                    ----------------------------
                                                    John J. Dupont
                                                    President and CEO

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

Date:  November 11, 2004                             /s/ John J. Dupont
                                                    ----------------------------
                                                    John J. Dupont
                                                    President, CEO and Director


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


Date:  November 11, 2004                              /s/ Darby Boland
                                                    ----------------------------
                                                    Darby Boland
                                                    Director


Date:  November 11, 2004                             /s/ Edward F. Eaton
                                                    ----------------------------
                                                    Edward F. Eaton
                                                    Director







                                       38