UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): July 9, 2007
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Utilicraft Aerospace Industries, Inc.
(Exact name of registrant as specified in its charter)
Nevada 333-128758 20-1990623
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
7339 Paseo Del Volcan
Albuquerque, New Mexico 87121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (866)843-1348
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule14d-2(b)under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule13e-4(c)under the Exchange
Act (17 CFR 240.13e-4(c))
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Section 4 -- Matters Related to Accountants and Financial Statements
Item 4.01 Change in Registrant's Certifying Accountant.
On May 30, 2007, Utilicraft Aerospace Industries, Inc. (the "Registrant" or
"Utilicraft") received a letter from Turner, Stone & Company, L.L.P. ("Turner,
Stone") dated May 22, 2007, filed herewith to replace a draft of the letter
filed in Form 8-K on May 25, 2207, responding to the Form 8-K filed by
Utilicraft on May 11, 2007 regarding Turner, Stone's dismissal as Utilicraft's
independent accounting firm.
In the Form 8-K, Utilicraft made certain required disclosures, including among
others whether it had had any "disagreements" with Turner, Stone or whether
Turner, Stone had advised Utilicraft of certain matters that, upon the dismissal
of the independent accountants would constitute events required to be reported
in the Form 8-K ("reportable events"); the terms "disagreement" and "reportable
events" as used by Utilicraft are defined in Item 304(a)(1)(v) of Regulation S-K
of the Securities and Exchange Commission. Utilicraft has received management
letters from Turner, Stone addressed to its Board of Directors in connection
with its annual audits for years ended December 31, 2005 and 2006. These letters
identified internal control weaknesses, all of which have been or are being
addressed by Utilicraft, but at the time were not characterized by Turner, Stone
as "disagreements" or "reportable events." These matters are being characterized
as either "disagreements" or "reportable events" due to the fact that these
issues were not resolved to Turner, Stone's satisfaction at the time of its
dismissal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Letter from Turner, Stone & Company, L.L.P.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. Utilicraft Aerospace Industries, Inc.
Date: July 9, 2007 By: /s/ John J. Dupont
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John J. Dupont
President and CEO
1
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