The purpose of this paper is to detail the research, design, and fabrication of a transitional flight-mode UAV proof of concept prototype. This prototype allows for exploration and development in a new and exciting branch of unmanned vehicle engineering by combining the positive attributes of vertical flight UAVs and horizontal flight UAVs. To complete this prototype, research was conducted to determine specific areas of interest and find the ideal means of construction. Then, as research was completed, the design process commenced and parts were either ordered or designed and fabricated to yield the final assembly. This prototype has all the necessary software and hardware capabilities to fly vertically and transition to and from horizontal flight, utilizing the gyroscopic control of the rotors as well as relying on a pair of actuated wings that create and control lift in horizontal flight. The research and development conducted for this phase of the project will supply inspiration and infrastructure for future development, research, and application by the TCU Department of Engineering.