Tilt-rotor unmanned aerial vehicles (UAV) have gained significant importance in the aeronautical industry due to their ability to transition between vertical and horizontal flight. One of the important steps in the development of such UAVs is to assess their performance and stability characteristics. Simulation of flight dynamics is an essential tool that enables the designers to test and optimize the flight characteristics of these UAVs. This paper presents a complete procedure for developing a 6-degree-of-freedom flight dynamics model of a tilt-rotor UAV in fixed-wing mode using a physics-based modeling approach. All necessary sub-models are developed and integrated into the Simulink simulation environment to allow for predicting the UAV's dynamic response. The developed model is verified for correct operation by simulating horizontal steady-level flight and exciting its natural longitudinal modes.