PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 2005

PROSPECTUS

UTILICRAFT AEROSPACE INDUSTRIES, INC.

112,366,031 Shares of Common Stock

(par value $0.0001 per share)

This Prospectus relates to the resale by the selling stockholders of up to 112,366,031 shares of our common stock, including 102,335,675 shares of common stock currently issued and outstanding, and up to 10,030,356 to be offered for resale by holders of certain warrants assuming the exercise of such warrants. The selling stockholders may sell common stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions. Some of the selling stockholders may be deemed underwriters of the shares of common stock, which they are offering. We will pay the expenses of registering these shares.  We will receive no proceeds from the sale of the shares by the selling stockholders. However, we have received proceeds from the sale of shares that are presently outstanding and may receive proceeds from the exercise of the warrants.

Prior to this offering, there has been no public trading market for our common stock. Our common stock is not presently traded on any market or securities exchange.

INVESTING IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 2.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The information in this Prospectus is not complete and may be changed. This Prospectus is included in a Registration Statement that was filed by Utilicraft Aerospace Industries, Inc. with the Securities and Exchange Commission. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the sale is not permitted.

The date of this Prospectus is           , 2005.

TABLE OF CONTENTS

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this Prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire Prospectus carefully, including the “RISK FACTORS” section, the financial statements and the notes to the financial statements.

The Company

Utilicraft Aerospace Industries, Inc. (also referred to herein as the “Company”) is a development stage, research and development company with headquarters located in the Atlanta-Metropolitan area near Gwinnett County airport. The Company has also recently leased a hangar facility in Albuquerque, New Mexico where it intends to conduct final assembly of its aircraft. We were incorporated in the State of Nevada in December 2004. Our Company was formed to conceive and implement a solution to the problem of declining capacity in the short haul (or feeder) route segments of the air cargo hub and spoke system.

Our research and development efforts are focused on the design of a system for moving freight, centered around a new air vehicle specifically designed for feeder route segments, the FF-1080-300 Freight Feeder aircraft. The FF-1080-300 has been designed to be 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.

Additionally, we have obtained rights to and are engaged in the development of an integrated air cargo information system for the freight feed market, the Express Turn-Around (ETA) electronic freight tracking system. The ETA system is designed to be fully integrated within the FF-1080-300 aircraft and can be deployed in other aircraft and trucks.

Our Company has also obtained rights to and is engaged in the development of an Automated Flat Rate System (AFRS), a fully automated fuel efficiency management system for our 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-1080-300 is operated with the highest fuel efficiency.

unforeseen difficulties.  The Company believes we have properly identified the risks in the environment in which we operate and plan to implement strategies to effectively reduce the financial impact of these risks.

The loss of John J. Dupont, the founder, president, chief executive officer, and designer of our products, would adversely affect our ability to succeed. We depend heavily on the contributions and efforts of Mr. Dupont who has over 35 years of experience in the aviation industry and has developed and designed our key products, i.e., the FF-1080-300 aircraft, the Express Turn-Around (ETA) electronic freight tracking system, and the Automated Flat Rate System (AFRS). His departure would deprive the Company of substantial experience, capability and vision which we need to successfully complete and market the FF-1080-300 aircraft. Our Employment Agreement – John J. Dupont, provides that he will remain in our employ until December 10, 2009. However, we have no assurance that Mr. Dupont will remain in our employ. We intend to obtain key man insurance on the life of Mr. Dupont. Furthermore, although the loss of Mr. Dupont would adversely affect our ability to succeed, his employment agreement imposes certain burdens on the Company because it does not obligate him to devote his full time and efforts to the Company until we have obtained “major start-up financing” of approximately $20,000,000.

If we do not successfully manage future growth, with resulting increases in operating, administrative, financial, accounting and personnel systems, our ability to complete production of the FF-1080-300 aircraft according to our current schedule, may be adversely affected. We may encounter obstacles such as product supplier delays, design and engineering difficulties, and FAA certification delays or denials, in completing construction of the FF-1080-300 aircraft, which would further delay our ability to begin generating revenue and require us to incur additional expenses.

Our technologies and products are in various stages of development, which could be subject to delays. More specifically, the FF-1080-300 aircraft, which will initially be our key product, is still in the developmental stage and has not yet been constructed. We anticipate that it will be at least two years before the FF-1080-300 is ready to be marketed. We may experience product design and engineering difficulties as we embark on the construction of what until now has only existed as a paper design.  In particular, the aircraft may fail to meet certain design performance specifications. We may also experience delays in constructing the FF-1080-300 due to the failure by any manufacturing entity we have contracted with for such purposes. Finally, the FAA may delay certification of the FF-1080-300 or may determine that it will not grant certification of the FF-1080-300 at all. Such factors are not within our control. The occurrence of any of these eventualities would further delay our ability to begin generating revenue and require us to incur additional unplanned expenses which would adversely impact our business.

Most of the other established aerospace companies, such as Boeing and Airbus, have greater capital resources, more significant research and development programs and facilities, and greater experience in the production, marketing and distribution of aerospace products than we do. Although we have not identified any other companies that are producing or are contemplating production of aircraft that we believe would be directly competitive with the FF-1080-300, our ability to compete effectively would be adversely affected if one of the more established companies that can devote significant resources to the development, sale and marketing of its products attempts to compete with us.

The FF-1080-300 aircraft may not achieve market acceptance due to miscalculations of market demand or profitability of the product.  Moreover, international and domestic terrorism has greatly impacted the commercial aviation industry, including the freight forwarding business segment.  Government imposed restrictions on flights and flight plans, as well as concerns of insurers of freight forwarding businesses could have an impact on the market for the FF-1080-300 aircraft.

We may not be able to conclude agreements on satisfactory terms with the manufacturers and suppliers that we need to complete construction of the FF-1080-300 aircraft, which would further delay our ability to begin generating revenue and require us to incur additional expenses. We currently have Risk Sharing Arrangements with partners who have agreed to 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.  Although we have received verbal and in some cases preliminary written commitments (the Risk Sharing Agreements) from various manufacturers and suppliers that we need to complete the construction of the FF-1080-300 aircraft, we may not be able to conclude final binding agreements on acceptable terms with companies that have provided such commitments. If agreements cannot be concluded on acceptable terms, we could be required to locate alternative FAA-certified sources with capacity

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sufficient to meet our needs, who can produce subassemblies of acceptable quality, provide acceptable manufacturing yields and deliver products to us on time, which would result in further delays to our production schedule.  Such failure could also require us to spend more than we had anticipated in constructing the FF-1080-300 aircraft, since the preliminary Risk Sharing Agreements anticipate favorable pricing terms.

We have contracted with one major supplier, Metalcraft Technologies, Inc., to build the Forward, Center and Aft fuselage and empennage assemblies for our FF-1080-300 aircraft. See “ Suppliers and Materials ” section below.   If Metalcraft Technologies, Inc. experiences delays in production, it will delay our production schedule given our reliance upon one supplier for such a large percentage of the FF-1080-300 aircraft subassembly components. Furthermore, in the event that Metalcraft Technologies, Inc. becomes unable to produce the required subassemblies, we would be forced to locate alternative FAA-certified sources with capacity sufficient to meet our needs, who can produce subassemblies of acceptable quality, provide acceptable manufacturing yields and deliver products to us on time, which would result in further delays to our production schedule.

Our success depends significantly upon proprietary technology.  We rely on a combination of patent and trade secret laws, licensing agreements, non-disclosure agreements and other contractual provisions to establish, maintain and protect our proprietary rights, all of which afford only limited protection. Our limited ability to protect our intellectual property rights may adversely affect our ability to compete. We have obtained assignment of a method patent for the method of transporting cargo using freight feeder aircraft with an automated freight management system, which expires February 20, 2011, a design patent for the FF-1080 aircraft, which expires September 14, 2007, and a patent for the Automatic Flat Rate Setting System for Freight Feeder Aircraft, which expires May 26, 2020. We have nondisclosure agreements with all of our employees. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to infringe aspects of our products or services or to obtain and use information that we regard as proprietary.

We intend to market and sell our products to foreign customers. Accordingly, we will be subject to all of the risks inherent in international operations, including work stoppages, transportation delays and interruptions, political instability or conflict between countries in which we may do business, foreign currency fluctuations, economic disruption, the imposition of tariffs and import and export controls, changes in governmental policies (including United States trade policy) and other factors, including other foreign laws and regulations, which could adversely affect our business. With respect to international sales that are determined in U.S. dollars, an increase in the value of the U.S. dollar relative to foreign currencies could increase the effective price of, and reduce demand for, our products relative to competitive products priced in the local currency. These international trade factors may, under certain circumstances, materially and adversely impact demand for our products or our ability to sell our products in particular countries or deliver our products in a timely manner or at a competitive price, which in turn may have an adverse impact on our relationships with our customers.

Risks Relating to Our Current Financing Arrangements

We currently have limited net working capital.  Such working capital is not sufficient to meet our anticipated expenses and cash requirements. We anticipate that over the next two years, we will need approximately $89,000,000 to fund our operations.  The PacifiCorp Agreement provides for between $40,000,000 and $80,000,000 in financing from the exercise of warrants issued to PacifiCorp pursuant to the PacifiCorp Agreement, but we can provide no assurances that it will be successful in meeting its obligations. See discussion of the PacifiCorp Agreement set forth in the “Liquidity and Future Capital Requirements” section below.

We have entered into a Master Financing Agreement and an Amended Master Financing Agreement (collectively referred to herein as the “PacifiCorp Agreement”) with PacifiCorp whereby it has agreed to provide a minimum of $40,000,000 and a maximum of $80,000,000 in financing over the course of two years through exercise of warrants to purchase our shares.  The PacifiCorp Agreement provides that PacifiCorp will utilize its best efforts to provide funding but does not obligate PacifiCorp to exercise the warrants provided for therein. Accordingly, there can be no assurance that we will be able to obtain the minimum financing amount anticipated under the PacifiCorp Agreement. See discussion of the PacifiCorp Agreement set forth in the “Liquidity and Future Capital Requirements” section below.

Our financing efforts remain adversely affected by the current economic environment. As the Company can

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currently only survive through capital investment, it is likely that we will have to raise additional capital through exempt private placements of our common stock until and unless a new financing program is implemented that will provide sufficient funding.

The lack of additional capital could force us to substantially curtail or cease operations and would thereafter have a material adverse effect on the Company’s business.  Further, there can be no assurance that any such required capital, if available, will be available on attractive terms or that such terms will not have a significantly dilutive effect on existing shareholders.  The financial statements do not include any adjustments that might result from these uncertainties.

Risks Relating to Our Common Stock

Shares of our common stock being offered for sale by selling shareholders are highly speculative and involve a high degree of risk. Only those persons able to lose their entire investment should purchase these shares. Before purchasing any of these shares, you should carefully consider the following factors relating to our business and prospects. You should also understand that this Prospectus contains “forward-looking statements.” These statements appear throughout this Prospectus and include statements as to our intent, belief or current expectations or projections with respect to our future operations, performance or position. Such forward-looking statements are not guarantees of future events and involve risks and uncertainties. Actual events and results, including the results of our operations, could differ materially from those anticipated by such forward-looking statements as a result of various factors, including those set forth below and elsewhere in this Prospectus.

There is currently no active trading market for our common stock and such a market may not develop or be sustained. We currently plan to have our common stock quoted on the Over-The-Counter Bulletin Board (the “OTC Bulletin Board”) subsequent to the effective date of the registration statement of which this Prospectus forms a part. In order for our common stock to be quoted on the OTC Bulletin Board, a market maker must file a Form 15c-211 to allow the market maker to make a market in our shares of common stock. As of the date hereof, we are not aware that any market maker has any such intention. Accordingly, we cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. Alternatively, if we do establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock.

Our common stock is subject to regulations of the Securities and Exchange Commission (the “Commission”) relating to the market for penny stocks. Generally, “penny stock” as defined by the Penny Stock Reform Act, is any equity security not traded on a national securities exchange or on NASDAQ that has a market price of less than $5.00 per share. The penny stock regulations generally require that a disclosure schedule explaining the penny stock market and the risks associated therewith be delivered to purchasers of penny stocks and impose various sales practice requirements on broker-dealers who sell penny stocks. The broker-dealer must make a suitability determination for each purchaser and receive the purchaser’s written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures, including the actual sale or purchase price and actual bid offer quotations, as well as the compensation to be received by the broker-dealer. The regulations applicable to penny stocks may severely affect the market liquidity for our common stock and could limit your ability to sell the securities.

The sale of material amounts of our common stock by selling shareholders could reduce the price of our common stock and encourage short sales.

The exercise of outstanding warrants may adversely affect our stock price and shareholders’ percentage ownership.  There are outstanding warrants exercisable for the purchase of up to 77,287,664 shares of our common stock.  All of these warrants were issued at exercise prices ranging from $0.10 to $5.00 per share.  In the future, we may grant more warrants or options under stock option plans or otherwise. The exercise of stock options authorized in the

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future or warrants that are presently outstanding or may be issued in the future will dilute the percentage ownership of our other stockholders.

Our Board of Directors has the right to issue up to 25,000,000 shares of preferred stock and to determine the rights, prices, preferences, privileges, and restrictions, including voting rights, of these shares without the approval of our stockholders.  Any issuance of preferred shares could be used by our current management to delay, defer or prevent a change in management, which may not be in the best interests of the holders of our common stock.

The price at which our common stock will trade after this offering is likely to be highly volatile and may fluctuate substantially due to factors such as: actual or anticipated fluctuations in our results of operations; changes in or failure by us to meet securities analysts’ expectations; announcements of technological innovations; introduction of new products by us or our competitors; the terms of new financing arrangements which may be dilutive; and general market conditions.

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(1)                                   Absent additional capital infusions, this reflects a deficit of $13,173,867.  We intend to use the proceeds from the PacifiCorp Agreement to defray these costs.

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