UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Amendment No. 1)
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 2007
Commission File Number 333-128758
UTILICRAFT AEROSPACE INDUSTRIES, INC.
(Name of Small Business Issuer in Its Charter)
Nevada 20-1990623
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7339 Paeso Del Volcan
Albuquerque, New Mexico 87121
(Address of principal executive offices) (Zip Code)
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Issuer's telephone number: (866) 843-1348
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, no par value.
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |_|
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer [ ]. Accelerated Filer [ ].
Non-Accelerated Filer [ ]. Smaller Reporting Company [X]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): Yes |_| No |X|
State issuer's revenues for its most recent fiscal year: $-0-
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: $8,831,480 as of March 5, 2008.
The number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 179,493,552 common shares, no par
value, outstanding as of March 20, 2008.
Documents Incorporated By Reference: None.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
Explanatory Note
This amendment on Form 10-KSB/A (the "Form 10-KSB/A") amends our annual report
for the fiscal year ended December 31, 2007 originally filed with the Securities
and Exchange Commission ("SEC") on April 15, 2008 (the "Form 10-KSB").
Primarily, we are filing this amendment to revise management's assessment of the
Company's disclosure controls and procedures in Item 8A - Controls and
Procedures based on a more narrow interpretation of the Exchange Act Rules
defining disclosure controls and procedures; and to amend the disclosures
contained in Exhibits 31.1 and 31.2, respectively..
Except as set forth in Item 8A and Item 13, no other changes are made to the
Original Filing. Unless expressly stated, this Amendment does not reflect events
occurring after the filing of the Original Filing, nor does it modify or update
in any way the disclosures contained in the Original Filing. Throughout this
report, references to the "Company," "we," "our," or "us" refer to Utilicraft
Aerospace Industries, Inc., taken as a whole, unless the context otherwise
indicates. Information not affected by the amendment is unchanged and reflects
the disclosure made at the time of the filing of the Form 10-KSB with the SEC.
Accordingly, this Form 10-KSB/A should be read in conjunction with the Form
10-KSB and our filings made with the SEC subsequent to the filing of the Form
10-KSB, including any amendments to those filings.
ITEM 8A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company's management evaluated, with the participation of its Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), the effectiveness
of the design/operation of its disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended ("Exchange Act")) as of December 31, 2007.
Disclosure controls and procedures refer to controls and other procedures
designed to ensure that information required to be disclosed in the reports we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC and
that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required disclosure. In
designing and evaluating our disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in evaluating and
implementing possible controls and procedures.
Management conducted its evaluation of disclosure controls and procedures under
the supervision of our principal executive officer and our principal financial
officer. Based on that evaluation, management concluded that our financial
disclosure controls and procedures were not effective related to the preparation
of the 10-KSB filing as of December 31, 2007.
Material Weaknesses Identified
In connection with the preparation of our financial statements for the year
ended December 31, 2007, certain significant deficiencies in internal control
became evident to management that, in the aggregate, represent material
weaknesses, including, insufficient segregation of duties in our finance and
accounting functions due to limited personnel. During the year ended December
31, 2007, the company internally performed all aspects of our financial
reporting process, including, but not limited to, access to the underlying
accounting records and systems, the ability to post and record journal entries
and responsibility for the preparation of the financial statements. Due to the
fact these duties were performed oftentimes by the same people, a lack of review
was created over the financial reporting process that might result in a failure
to detect errors in spreadsheets, calculations, or assumptions used to compile
the financial statements and related disclosures as filed with the SEC. These
control deficiencies could result in a material misstatement to our interim or
annual financial statements that would not be prevented or detected.
The Company does not have a sufficient number of independent directors for our
board and audit committee. We currently only have one independent director on
our board, which is comprised of 2 directors, and we do not have a functioning
audit committee. As a publicly-traded company, we should strive to have a
majority of our board of directors be independent.
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Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our management is also required to assess and report on
the effectiveness of our internal control over financial reporting in accordance
with Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"). Management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2007. In making this assessment, we used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control - Integrated Framework. During our assessment of the
effectiveness of internal control over financial reporting as of December 31,
2007, management identified a material deficiency as described Disclosure
Controls and Procedures assessment.
Based on the material weaknesses noted above, management concludes that the
internal controls over financial reporting are not effective for the year 2007
as a whole. We intend to take appropriate and reasonable steps to make the
necessary improvements to remediate these deficiencies and we intend to consider
the results of our remediation efforts and related testing as part of our
year-end 2008 assessment of the effectiveness of our internal control over
financial reporting. During the most recently completed fiscal year December 31,
2007, the Company made the following changes (1) hired a Chief Financial Officer
who has SEC reporting experience, (2) instituted use of SEC disclosure checklist
for each financial report, and (3) completed the centralizing of its accounting
records in its New Mexico offices. Nothing has come to the attention of
management that causes them to believe that any material inaccuracies or errors
exist in our financial statements as of December 31, 2007.
Changes in Internal Controls over Financial Reporting
Other than the matters discussed above, during the period covered by this
report, there were no significant changes in the Company's internal controls
over financial reporting that have materially affected or are reasonably likely
to materially affect the Company's internal controls over financial reporting.
It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control system, there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions, regardless of how remote.
Auditor Attestation
This annual report does not include an attestation report of the company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the company's
registered public accounting firm pursuant to rules of the Securities and
Exchange Commission that permit the company to provide only management's report.
ITEM 13. EXHIBITS, LISTS and REPORTS on FORM 8-K
(a) EXHIBITS
Exhibit No. Description of Document
31.1 Certification by Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 *
31.2 Certification by Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 *
32.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 *
32.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 *
* Filed herewith
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
August 4, 2008 Utilicraft Aerospace Industries, Inc.
By: /s/ John Dupont
John Dupont, President, Chief Executive Officer,
and Chairman of the Board of Directors
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John Dupont, his attorney-in-fact, each with the
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Annual Report on Form
10-KSB/A, and to file the same, with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming said attorney-in-fact and agents or any
of them, or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Date: August 4, 2008 /s/ John Dupont
John Dupont, President, Chief Executive Officer,
and Chairman of the Board of Directors
Date: August 4, 2008 /s/ Robert Darby Boland
Robert Darby Boland Executive Vice President
and Director
Date: August 4, 2008 /s/ Randy Moseley
Randy Moseley, Chief Financial Officer
and Director
Date: August 4, 2008 /s/ Edward F. Eaton
Edward F. Eaton, Director
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