Two “foamie” XC-142 kits have been combined to make a tandem tilt wing VTOL. Three KK2.1.5 boards running OpenAeroVTOL 1.5 are used for up to 24 outputs. Currently we are only using 12 outputs (4 motor outputs [LF,RF,LR,RR motors are y-cabled], 4 ailerons, 2 wing tilts, 1 elevator, 1rudder). This quick prototype is a precursor for a larger model that will include flaps, independent control of all motors, and ability to shut down motors for forward flight cruise. Wing tilt mechanisms were modified for proportional control (original wing tilt mechanism was was 2-position only) Stay tuned for transition and forward flight testing.