SecProbe.io

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Mail Stop 6010

October 28, 2005

John J. Dupont
President, Chief Executive Officer and Director
Utilicraft Aerospace Industries, Inc.
554 Briscoe Boulevard
Lawrenceville, GA 30045

	Re:	Utilicraft Aerospace Industries, Inc.
Amendment No. 1 to Registration Statement on Form SB-2
Filed October 5, 2005
		File No. 333-128758

Dear Mr. Dupont:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Registration Statement on Form SB-2

General
1. We note that, according to the Form 15 filed by American
Utilicraft Corporation, there were no AMUC shareholders of record
as
of March 31, 2005.  However, it is unclear from the disclosure in
your registration statement, including the reorganization
agreement
filed as Exhibit 2, whether, pursuant to the reorganization, you
exchanged AMUC`s outstanding shares of common stock and warrants
to
purchase AMUC common stock with your shares of common stock and
warrants to purchase your common stock.  If so, please tell us how
this exchange offer complied with the appropriate federal tender
offer rules.  Also tell us the exemption from the registration
requirements of the Securities Act you relied upon in connection
with
the offering of your securities pursuant to this exchange offer.
Further, please clarify whether AMUC was liquidated and dissolved
pursuant to the reorganization, and if so, how shareholder
approval
was obtained.  We may have further comments.
2. Alternatively, if AMUC consummated a spin-off as opposed to an
exchange offer, please provide a detailed factual and legal
analysis
as to why you believe the spin-off complied with the procedures
set
forth in the Division of Corporation Finance Staff Legal Bulletin
No.
4 (September 16, 1997).
3. Please give appropriate consideration to the consequences of a
failure to comply with such procedures.  Under such circumstances,
why do you believe that the spin-off did not involve a public
offering?  Please provide a detailed factual and legal analysis as
to
how the spin-off of shares of Utilicraft Aerospace Industries to
AMUC`s shareholders in the absence of compliance with Staff Legal
Bulletin No. 4 or an effective registration statement registering
the
spin-off would be consistent with the requirements of Section 5 of
the Securities Act.  In responding to this comment, please refer
to
Question 3 of the Division of Corporation Finance Staff Legal
Bulletin No. 4 (September 16, 1997).
4. As a related matter, please provide your analysis as to why you
believe AMUC should not be considered an underwriter in the
distribution of your securities pursuant to the spin-off.  In
responding to this comment, please refer to Question 4.B.5 of the
Division of Corporation Finance Staff Legal Bulletin No. 4
(September
16, 1997).

Registration Statement Cover Page
5. Please add and check the Rule 415 box to the cover page of the
registration statement.  Refer to Item D.36 in the main volume of
our
Manual of Publicly Available Telephone Interpretations, which is
available on our website at
http://www.sec.gov/interps/telephone.shtml.

Prospectus Cover Page
6. Confirm to us that the selling shareholders will not sell any
of
the shares being registered for resale until your shares are
quoted
on the OTC Bulletin Board.  Alternatively, disclose on the cover
page
of the prospectus and in your plan of distribution section that
the
selling shareholders will sell at a fixed price per share until
your
shares are quoted on the OTC Bulletin Board and thereafter, at
prevailing market prices or privately negotiated prices, and
identify
the fixed price, or a range, at which the selling shareholders
will
sell until a trading market is established.

Prospectus Summary, page 1
7. Please expand this section to disclose that your auditors have
expressed a going concern opinion, that you have accumulated
deficits
since inception, and to clarify that FF-1080-300 is still under
development and you will require significant additional financing
to
bring this product to market.

Risk Factors, page 2

General
8. Please include appropriate risk factor headings for each risk
factor included in this section. In doing so, please evaluate each
of
your headings and the text that follows to ensure that your risk
factors clearly and specifically state the material risk to
investors
that is a consequence of the condition or uncertainty that you
identify.  Avoid risk factor headings that are too vague and
generic
to adequately describe the risk that follows or merely allude to
the
risk.  You should describe the risk and its result clearly and
concretely and include the nature of the specific risk or harm in
your headings.  Readers should be able to read the risk factor
headings and come away with a strong understanding of what the
risk
is and the result of the risk as it specifically applies to you.
Refrain from merely stating facts or describing events that may
occur
in the future in your headings.
9. In addition, in crafting risk factor headings, please avoid
generic language, such as "adversely affect" and "harm" to
describe
the impact of the risk factors on your business, collectively, or
on
specific results of your business.  Instead disclose how your
business, operations and/or financial conditions would be affected
and the resulting risk to investors.
10.
Please include a risk factor to discuss the risks associated with
the
fact that your auditors have raised substantial doubt regarding
your
ability to continue as a going concern.  You should address, for
example, the adverse effects that the auditor`s going concern
opinion
may have on your ability to secure additional financing.

The loss of John J. Dupont, page 3
11. Please expand your disclosure to address the rights of
revocation
of patent assignments contained in Mr. Dupont`s employment
agreement.

The FF-1080-300 aircraft may not achieve market acceptance, page 3
12. Please provide a description of the "[g]overnment imposed
restrictions" in the Government Approvals and Regulation section
of
the prospectus.

We have contracted with one major supplier, page 4
13. With a view toward disclosure, please tell us how long you
anticipate it would take to locate an alternate FAA-certified
supplier.

We intend to market and sell our products to foreign customers,
page
4
14. Please name the targeted countries and regions that give rise
to
the mentioned risks.  Also, include a brief discussion of the
"foreign laws and regulations" of the targeted countries and
regions
to which you will be subject in the Government Approvals and
Regulation section of the prospectus.

We currently have limited net working capital, page 4
15. Supplement this risk factor to discuss the risks associated
with
the fact that holders of warrants, the underlying 10,030,356
shares
of which are being registered, may never exercise such warrants,
and
that consequently you may be unable to fund any of the anticipated
costs and expenses listed on page 7 under "Use of Proceeds."

The exercise of outstanding warrants, page 5
16. Please disclose the quantity of warrants and underlying shares
provided to PacifiCorp.

Forward-Looking Statements, page 6
17. Please revise your disclosure to eliminate all references to
the
cited safe harbor, as it does not apply to statements made by non-
reporting companies.

Use of Proceeds, page 5
18. If you are not registering shares underlying the warrants
issued
to PacifiCorp, it appears inappropriate to include the disclosure
contained in footnote 1 to this section.  Revise accordingly.

Selling Stockholders, page 8
19. Please ensure that all shares held by all selling security
holders are included in the table, as it does not appear that a
total
of 112,366,031 shares are currently included in the table.
20. Please disclose how the selling shareholders received their
shares.
21. Please disclose any position, office or other material
relationship each stockholder has had within the past three years
with you or with American Utilicraft Corporation.
22. Please disclose, if applicable, any family relationships
between
your officers, directors and 5% beneficial owners and any of the
remaining selling shareholders listed in the table.
23. Please tell us whether any of the selling shareholders are
broker-dealers or affiliates of a broker-dealer.  Any selling
shareholder who is a broker-dealer must be identified in the
prospectus as an underwriter.  In addition, each selling
shareholder
who is an affiliate of a broker-dealer must be identified in the
prospectus as an underwriter unless that selling shareholder is
able
to make the following representations in the prospectus:
* The selling shareholder purchased the shares being registered
for
resale in the ordinary course of business, and
* At the time of the purchase, the selling shareholder had no
agreements or understandings, directly or indirectly, with any
person
to distribute the securities.
Please revise accordingly.
24. Please identify the natural persons that beneficially own the
securities held by the entities named in the table.

Directors, Executive Officers, Promoters and Control Persons, page
19
25. Your disclosure regarding the business experience of Mr.
Boland
and his employment agreement (Exhibit 10.2) indicate that he
served
as AMUC`s vice-president and general manager through December 10,
2004, the date he began to serve, full-time, as your vice-
president
and general manager.  Please explain how he could have executed
the
Reorganization Agreement as the president of AMUC on May 6, 2005.
26. Similarly, please explain how Mr. Dupont executed AMUC`s Form
15
dated March 31, 2005 as the president and CEO of AMUC.
27. Please disclose Karen Shoemaker`s position with AMUC.
28. We note that Ms. Shoemaker and Mr. Fragoso are involved in the
business activities of other companies.  If these individuals are
not
expected to devote their full time and attention to your company,
please include a risk factor discussing the risks that this
presents
to your investors.

Security Ownership of Certain Beneficial Owners and Management,
page
21
29. Please revise the beneficial ownership table to include the
shares held by family members, family trusts and affiliates of the
named beneficial owners listed in the selling shareholder table.
30. We note your disclosure on page 23 that PacifiCorp may obtain
up
to 51.4% of your common stock, effecting a change of control.
Please
include a risk factor describing the risks associated with
triggering
the "change of control" provisions in your employment contracts
with
your named executive officers.
31.
We note that the Form 8-K filed by AMUC and dated December 10,
2004
states that Messrs. Dupont and Boland owning less than 51% of AMUC
constitutes a material default under the AMUC agreements.  We note
further that, pursuant to the Reorganization Agreement, you have
entered into purchase agreements "on substantially the same terms
and
conditions as were agreed to with AMUC."  As PacifiCorp is able to
obtain up to 51.4% of your common stock, it appears that this
would
trigger a material default under your agreements, as well.  If so,
please add appropriate risk factor disclosure discussing the risks
to
investors associated with triggering such a material default.
Additionally, please tell us why you have not filed these
contracts
as exhibits, and, in an appropriate section of the prospectus,
please
describe the material terms of these contracts.

Description of Business, page 25

General
32. Please revise your disclosure to make the meanings of all
technical and industry-specific terms clear from the context of
your
discussion.  For example, we note the references to "revenue tons"
on
pages 26, "flat rate settings" on page 27 and Outside Mold Line on
page 31.  Please also describe such terms where they first appear.
Development of Utilicraft Aerospace Industries, Inc., page 25
33. We note that the Form 8-K filed by AMUC and dated December 10,
2004 states that the AMUC Board`s adoption of the reorganization
was
ratified by a majority of the AMUC shareholders.  Please tell us
exactly how shareholder approval of the reorganization was
obtained.
We may have further comment.
34. Please disclose here and in the Prospectus Summary the reasons
stated in the Reorganization Agreement as to why a reorganization
was
necessary.  The agreement cites, among other reasons, the need "to
facilitate significant investment" and the existence of AMUC`s
"delinquencies and deficiencies in its public filings under
federal
securities laws and certain pending litigation."
35. We note your disclosure in the Reorganization Agreement that,
as
part of the reorganization, you obtained preliminary purchase
agreements with Global Aircraft Group and WSI Hong Kong Ltd.
Please
confirm whether you have actually entered into any such purchase
agreements, and if so, why you have not filed these agreements as
exhibits to the registration statement.  If you have not entered
into
these agreements, please make this fact clear in the Business
section
of the prospectus.
36. Please discuss the "material breaches" in your agreements with
the FF-1080 purchasers disclosed in the Form 8-K filed by AMUC and
dated December 10, 2004.
37. Paragraph 4 of the reorganization agreement appears to suggest
that in consideration of your issuance to AMUC of your shares,
AMUC
released and discharged you and each of the individuals listed in
paragraph 4 of any claims, obligations, demands and other
liabilities
of AMUC.  Please provide a detailed description in your response
letter of all such known or anticipated liabilities to which you
might be subject.  In addition, please provide an analysis as to
why
you believe that your company and such individuals are effectively
insulated from the liabilities of AMUC.  For example, how is AMUC
able to discharge third party claims currently directed against it
and which may prospectively be directed against you?  Further,
given
that the last periodic report AMUC filed was for the fiscal
quarter
ended June 30, 2004, please indicate in your response letter what
financial resources, if any, AMUC currently possesses that enable
it
to fulfill its indemnification obligations set forth in paragraph
5
of the reorganization agreement.  We may have further comments.
38. Please disclose and describe the nature of the "certain
pending
litigation" mentioned in the Reorganization Agreement.
39. Please account for AMUC`s assets as of the time of the
reorganization, including the portion of the $1.1 million you paid
to
AMUC, referred to in Note 2 to the financial statements.  Clarify
and
quantify the total benefit received by your officers and directors
pursuant to the reorganization and any subsequent liquidation and
dissolution.

Business Overview, page 26
40. We note your disclosure in the fourth full paragraph on page
26
that you have "obtained arrangements" with experienced product and
service providers.  This disclosure seems inconsistent with your
disclosure on page 31 that "[you] have not begun serious
negotiation
or reached fina