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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 29, 2008
Date of earliest event reported
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 Number) (I.R.S. Employer
incorporation) Identification No.)
7339 Paseo Del Volcan
Albuquerque, New Mexico 87121
(Address of Principal Executive Offices)
866-843-1348
Registrant's Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 2.01 Completion of Acquisition or Disposition of Assets
This Current Report Form 8-K/A amends and supplements the Current Report on
Form 8-K filed by Utilicraft Aerospace Industries, Inc. (the "Company") on
December 12, 2007 (the "Initial Form 8-K") . The sole purpose of this amendment
is provide the unaudited pro forma financial information required by Item 9(b),
which financial statements and information were excluded from the original
filing in reliance on Items 9(a)(4) and 9(b)2, respectively of Form 8-K.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information
The unaudited pro forma balance sheet of Utilicraft Aerospace Industries,
Inc. as of September 30, 2007 and the unaudited pro forma statements of
operations for the nine months ended September 30, 2007 and the years ended
December 31, 2006and 2005 (collectively, the "Pro Forma Financial Statements"),
are attached hereto as Exhibit 99.1. The pro forma balance sheet as of September
30, 2007 gives effect to the sale of the Company's Freight Feeder Aircraft
operations and discontinuation and exit of its Freight Feeder Aircraft
operations, as if the sale of the Freight Feeder Aircraft operations and the
discontinuation and exit of the Freight Feeder Aircraft operations had occurred
on September 30, 2007. These unaudited pro forma condensed consolidated
statements of operations give effect to the sale of the Company's Freight Feeder
Aircraft operations and the discontinuation and exit of its Freight Feeder
Aircraft operations, as if the sale of the Freight Feeder Aircraft operations
and the discontinuation of the Freight Feeder Aircraft operations had occurred
on September 30, 2007.
The unaudited Pro Forma Financial Statements have been prepared by
Utilicraft's management and are provided for informational purposes only. The
unaudited Pro Forma Financial Statements do not purport to reflect the results
of operations that would have existed or occurred had such transaction taken
place on the date indicated, nor do they purport to reflect the financial
condition or results of operations that will exist or occur in the future. The
unaudited Pro Forma Financial Statements, including the notes thereto, are
qualified in their entirety by reference to, and should be read in conjunction
with, the Company's historical financial statements and the notes thereto
included in its Quarterly Report on Form 10-Q for the three months ended
September 30, 2007 and in its Annual Report on Form 10-K for the year ended
December 31, 2006.
(d) Exhibits
Exhibit N Description
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99.1 Unaudited pro forma balance sheet of Utilicraft Aerospace
Industries, Inc. as of September 30, 2007 and unaudited pro forma
statements of operations for the nine months ended September 30,
2007 and the years ended December 31, 2006 and 2005.
SIGNATURES
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.
Date: February 29, 2008
UTILICRAFT AEROSPACE INDUSTRIES, INC.
By: /s/ John J. Dupont
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John J. Dupont
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Unaudited pro forma balance sheet of Utilicraft Aerospace
Industries, Inc. as of September 30, 2007 and unaudited pro forma
statements of operations for the nine months ended September 30,
2007 and the years ended December 31, 2006 and 2005.
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