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13-3   8-K Filings
------------------


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 8-K
                                 CURRENT REPORT
           PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST
                           REPORTED) NOVEMBER 19, 2001
                         AMERICAN UTILICRAFT CORPORATION
                         -------------------------------

             (Exact name of registrant as specified in its chapter)

            Delaware                  333-57552                 54-1577735
       -----------------          -------------------       ------------------
(State or other jurisdiction          (Commission             (IRS Employer
      of incorporation                File Number)         Identification No.)



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

        Registrant's telephone number, including area code (678) 376-0898
                                 Not Applicable
                                 --------------

          (Former name or former address, if changed since last report)

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

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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

On November 19, 2001, and effective on such date, American Utilicraft
Corporation (the "Company") determined to change the independent accountants of
the Company from Halt, Thrasher & Buzas LLP to J.H. Cohn LLP. The Board of
Directors of the Company approved the change of accountants to J.H. Cohn LLP.

During the Company's two most recently completed fiscal years and the subsequent
interim period preceding the determination to change accountants, there were no
disagreements with Halt, Thrasher & Buzas LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to the satisfaction of Halt, Thrasher & Buzas
LLP, would have caused it to make reference to the subject matter of the
disagreement in connection with its reports on the financial statements for such
years. Halt, Thrasher & Buzas LLP reports on the Company's financial statements
for the past two years did not contain an adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles, except that the reports contained explanatory paragraphs
describing the Company's going concern contingencies. During the Company's two
most recently completed fiscal years and the subsequent interim period preceding
the decision to change accountants, the Company does not believe that there were
any reportable events as defined in Regulation S-K Item 304(a)(1)(v).

The Company requested Halt, Thrasher & Buzas LLP to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. The Company intends to file that letter with
the Commission within ten business days of the filing of this Form 8-K.

The Company engaged J.H. Cohn LLP as the Company's new independent accountants
effective as of November 19, 2001. During the Company's two most recent fiscal
years and the subsequent interim period prior to engaging J.H. Cohn LLP, neither
the Company nor anyone on its behalf consulted with J.H. Cohn LLP regarding
either (i) the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, and neither a written report nor
oral advice was provided to the Company by J.H. Cohn LLP that was an important
factor considered by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.

                         AMERICAN UTILICRAFT CORPORATION


DATE: NOVEMBER 27, 2001              BY:  /s/ JOHN J. DUPONT
                                          -------------------------------------
                                          JOHN J. DUPONT
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                          (PRINCIPAL EXECUTIVE OFFICER AND
                                          PRINCIPAL FINANCIAL AND ACCOUNTING
                                          OFFICER)


<PAGE>


Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Re: American Utilicraft Corporation
Commission file No. 333-57552

Dear sir/madam:

We have been informed that a Form 8-K was filed November 27, 2001 to effect a
change in the registrant's certifying accountant from Halt, Thrasher & Buzas,
LLP to J.H. Cohn, LLP.

We have not been provided a final draft copy of the Form 8-K, nor have we
provided the required letter regarding our agreement with the content of the
Form 8-K. We do have reason to believe that the characterization of the change
in auditors is incomplete, and we wish to add the following language:

Halt, Thrasher & Buzas, LLP has not performed any services for American
Utilicraft Corporation since August 14, 2001.

During the Company's two most recently completed fiscal years and the subsequent
interim period preceding the decision to change principal accountants, there
have been no reportable events as defined in Regulation S-K Item 304 (a)(1)(v),
except that in connection with the audits of the December 31, 2000 and December
31, 1999 financial statements a reportable condition in the Registrant's
internal control environment was noted and brought to management's attention;
namely, the Registrant's accounting staff lacked the qualifications necessary to
prepare accurate financial statements that comply with Generally Accepted
Accounting Principles and accounting and reporting requirements as promulgated
by the Securities and Exchange Commission.

Very truly yours,


                         /S/ HALT, THRASHER & BUZAS, LLP
                         -------------------------------
                         HALT, THRASHER & BUZAS, LLP

January 28, 2002

cc: Louise Dorsey
Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549
(via fax: 202-942-9582)