SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            US GLOBAL NANOSPACE, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                    Delaware                                   13-3720542
------------------------------------------------          --------------------
(State or other jurisdiction of incorporation or            (I.R.S. Employer
organization)                                              Identification No.)

      2533 North Carson Street, Suite 5107
               Carson City, Nevada                                89706
--------------------------------------------------         ---------------------
    (Address of principal executive offices)                    (Zip Code)


         US Global Nanospace, Inc. Amended and Restated 2002 Stock Plan
    ------------------------------------------------------------------------
                            (Full title of the plan)

                                  John Robinson
                      2533 North Carson Street, Suite 5107
                            Carson City, Nevada 89706
    ------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (775) 841-3246
    ------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
   TO BE REGISTERED        REGISTERED(1)           SHARE(2)              PRICE(2)        REGISTRATION FEE(3)
-------------------------------------------------------------------------------------------------------------
<S>                          <C>                     <C>                     <C>                     <C>
-------------------------------------------------------------------------------------------------------------
Common Stock                 15,000,000              $0.25                   $3,750,000              $475.12
-------------------------------------------------------------------------------------------------------------
TOTAL                        15,000,000              $0.25                   $3,750,000              $475.12
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This Registration Statement shall also cover any additional shares of common
stock which become issuable under this US Global Nanospace, Inc. Amended and
Restated 2002 Stock Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the Registrant's
receipt of consideration which results in an increase in the number of the
outstanding shares of the Registrant's common stock.

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
based on the average of the high and low prices of the Registrant's common
stock as reported by the Over-The-Counter Bulletin Board on August 16, 2004.

(3) Calculated pursuant to General Instruction E on Form S-8.
<PAGE>

                        GENERAL INSTRUCTION E INFORMATION

      This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.

      The contents of the Registrant's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on July 26, 2002 (File No.
333-97213) is hereby incorporated by reference.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
will be sent or given to the employees, as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Securities Act"). Such documents need not be filed
with the Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Securities
Act Rule 424 in accordance with the Note to Part I of Form S-8. These documents,
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                      CONTROL SECURITIES REOFFER PROSPECTUS

      The material which follows constitutes a prospectus prepared in accordance
with the applicable requirements of Part I of Form S-3 and General Instruction C
to Form S-8, to be used in connection with reoffers and resales of control
securities acquired under the US Global Nanospace, Inc. Amended and Restated
2002 Stock Plan.
<PAGE>

                                   PROSPECTUS

                            US GLOBAL NANOSPACE, INC.

                        1,685,932 SHARES OF COMMON STOCK

      This prospectus relates to the proposed resale from time to time of up to
1,685,932 shares of common stock by the selling stockholders whose names are set
forth in this prospectus.

      We will not receive any of the proceeds from the sale of these securities
by the selling stockholders. However, if options must be exercised in order to
purchase shares of common stock registered under this registration statement, we
will receive the option exercise price.

      Our common stock currently is listed on the OTC Bulletin Board under the
symbol USGA.

      The selling stockholders may sell their common stock by means of this
prospectus and any applicable prospectus supplement or they may decide to sell
them by other means, including pursuant to Rule 144, however they are not
obligated to sell their common stock at all. The selling stockholders may sell
their common stock from time to time in one or more types of transactions (which
may include block transactions) in the over-the-counter market, in negotiated
transactions, through put or call option transactions relating to the common
stock, through short sales of common stock, or a combination of such methods of
sale, at market prices prevailing at the time of sale, at prices related to such
market prices, at negotiated prices, or at fixed prices. The selling
stockholders may sell their common stock directly to purchasers, in private
transactions, or through agents, underwriters or broker-dealers. The selling
stockholders will pay any applicable underwriting discounts, selling commissions
and transfer taxes. We will pay all other expenses incident to the registration
of the common stock. The selling stockholders and any broker-dealers, agents or
underwriters that participate in the distribution of the common stock may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933.

      AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
PURCHASE OUR SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR
INVESTMENT. SEE "RISK FACTORS" BEGINNING AT PAGE 2 OF THIS PROSPECTUS.

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is August 23, 2004.
<PAGE>

                                TABLE OF CONTENTS

The Company                                                                    1
Risk Factors                                                                   2
Use of Proceeds                                                                7
Selling Stockholders and Plan of Distribution                                  7
Interests of Named Experts and Counsel                                         9
Where You Can Find More Information                                            9
Incorporation of Certain Documents by Reference                                9
Forward-Looking Statements                                                    10
Disclosure of Commission Position on Indemnification
     For Securities Act Liabilities                                           11
<PAGE>

                                   THE COMPANY

      US Global Nanospace, Inc. (formerly US Global Aerospace, Inc.), referred
to in this prospectus as "USGN", "we", "us" or "our", is a nanotechnology
company that specializes in identifying, developing, and commercializing
advanced products the core technologies of which are primarily nanoscience
derived. These products include optimized polymer and organic materials and
nanofibers to produce variable threat armor solutions, advanced filtration
systems for air, water and cigarettes, biological and chemical decontaminants,
and blast mitigation and fire protection materials. We are currently focusing
our efforts on licensing and marketing the products we have developed for threat
reduction and health and safety applications. Our target customers for these
materials, formulas, and processes include agencies and/or organizations under
the direct control of the federal government of the United States, domestic and
foreign businesses and foreign government agencies and/or organizations, to the
extent permitted by applicable law or regulation.

      Many of our products incorporate optimized polymer or organic nanofibers
up to one micron in size. Our products, some of which are still being developed,
include the following:

      o     airborne pathogen and allergen air filter and purification systems
            for use in commercial, industrial and vehicle/aircraft applications;

      o     a toxin reducing biodegradable cigarette filter;

      o     a non-toxic, environmentally friendly biological and chemical
            decontamination formula for use in remediation of terrorist attacks,
            industrial accidents or naturally occurring pathogenic threats;

      o     nanoparticles and nanofibers of metals, metallic oxides, polymers
            and organics, for light weight armor systems and various other
            applications; and

      o     blast mitigation and fire blocking or containment materials for
            defense, commercial, and industrial application.

      Effective July 21, 2003, the Company changed its name from US Global
Aerospace, Inc. to US Global Nanospace, Inc.

         Our principal executive offices are located at 2533 North Carson
Street, Suite 5107, Carson City, Nevada 89706. Our telephone number is (775)
841-3246. Our website can be found at http://www.usgn.com. The information
included on our website is not a part of this prospectus.
<PAGE>

                                  RISK FACTORS

      AN INVESTMENT IN OUR SECURITIES IS VERY SPECULATIVE AND INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, ALONG
WITH THE OTHER MATTERS REFERRED TO IN THIS PROSPECTUS, INCLUDING OUR FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION THAT ARE INCORPORATED INTO THIS
PROSPECTUS BY REFERENCE, BEFORE YOU DECIDE TO ACQUIRE OUR SECURITIES. IF YOU
DECIDE TO ACQUIRE OUR SECURITIES, YOU SHOULD BE ABLE TO AFFORD A COMPLETE LOSS
OF YOUR INVESTMENT.

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE HAD LIMITED OPERATIONS TO DATE,
THEREFORE YOU HAVE NO BASIS ON WHICH TO DETERMINE IF OUR BUSINESS CAN BE
SUCCESSFUL. IF WE ARE NOT SUCCESSFUL, YOUR SECURITIES MAY BECOME WORTHLESS.

      We are a development stage company and, to date, we have had limited
operations. During the fiscal year ended March 31, 2004, we had a net loss of
$7,285,341 and on that date our liabilities exceeded our assets by $3,061,610.
Our auditor, Grobstein, Horwath & Company LLP, has issued a "going concern"
opinion for our financial statements at March 31, 2004. In that opinion, the
auditor noted that we have generated limited revenues and that attainment of
profitable operations is dependent upon obtaining adequate financing to fulfill
our development activities. These factors raise substantial doubt about our
ability to continue as a going concern. If we are unsuccessful in developing and
selling our products, your securities may become worthless.

SOME OF OUR PRODUCTS ARE STILL BEING DEVELOPED AND, AS YET, THEY ARE UNPROVEN,
THEREFORE, WE CANNOT ASSURE YOU THAT WE WILL BE SUCCESSFUL. IF WE ARE NOT
SUCCESSFUL, THE SECURITIES YOU ACQUIRE MAY BECOME WORTHLESS.

      Our current business model depends on generating revenue through sales of
our products. These products are in varying stages of development and testing.
Our products have not been proven. If we cannot successfully develop and prove
our products, we may not become profitable and the securities you acquire may
become worthless.

THE SUCCESS OF OUR BUSINESS REQUIRES CONTINUED FUNDING. IF WE DO NOT RECEIVE
ADEQUATE FUNDING, THE SECURITIES YOU ACQUIRE MAY BECOME WORTHLESS.

      Our ability to continue in existence and to develop our business depends
upon our ability to obtain funding for our operations. If we do not receive
adequate funding, it is unlikely that we could continue our business, in which
case you would lose your entire investment.


                                       2
<PAGE>

THE SUCCESS OF OUR BUSINESS REQUIRES ACCEPTANCE OF OUR PRODUCTS IN THE
MARKETPLACE. IF A DEMAND FOR OUR PRODUCTS DOES NOT DEVELOP, OUR BUSINESS WILL BE
UNSUCCESSFUL AND YOU MAY LOSE YOUR ENTIRE INVESTMENT.

      The use of nanotechnology is a novel and unproven business model, which
may not be successful and will ultimately depend on demand for our products. Our
ability to grow and sustain our business is dependent upon our ability to gain
significant acceptance of our products, primarily in the defense and homeland
security markets. Without significant acceptance in these markets, we will not
be able to achieve and sustain profitable operations and your securities will
likely become worthless. At this time it is impossible for us to predict the
degree to which demand for our products will evolve or whether any potential
market will be large enough to provide any meaningful revenue or profit for us.

WE ARE SUBJECT TO THE RISKS AND UNCERTAINTIES INHERENT IN NEW BUSINESSES. OUR
FAILURE TO PLAN OR FORECAST ACCURATELY COULD HAVE A MATERIAL ADVERSE IMPACT ON
OUR DEVELOPMENT, WHICH MAY CAUSE THE VALUE OF YOUR SECURITIES TO DECLINE
SUBSTANTIALLY OR BECOME WORTHLESS.

We are subject to the risks and uncertainties inherent in new businesses,
including the following:

      o     Our projected capital needs may be inaccurate, and we may not have
            enough money to develop our products and bring them to market;

      o     We may experience unanticipated development or marketing expenses,
            which may make it more difficult to develop our products and bring
            them to market;

      o     Even if we are able to develop our products and bring them to
            market, we may not earn enough revenue from the sales of our
            products to cover the costs of operating our business.

If, because of our failure to plan or project accurately, we are unsuccessful in
our efforts to develop our products or if the products we provide do not produce
revenues as we project, we are not likely to ever become profitable and we may
be required to curtail some or all of our operations. In that event, the value
of your investment could decline substantially or become worthless.

WE WILL CONTINUE TO NEED MONEY TO FUND FUTURE OPERATIONS. IF WE DO NOT RECEIVE
ADEQUATE FINANCING WE WOULD BE UNABLE TO CONTINUE OUR OPERATIONS AND YOUR
SECURITIES WOULD BECOME WORTHLESS.


                                       3
<PAGE>

      Until we are able to generate significant revenues from the sale of our
products, we will require financing for our operations. We cannot assure you
that funds will be available to us on favorable terms, or at all. To the extent
that money is raised through the sale of our securities, the issuance of those
securities could result in dilution to our stockholders. Unavailability of funds
could have a material adverse effect on our ability to continue our operations.
If we were not able to continue our operations, your securities will become
worthless.

WE ARE DEPENDENT FOR OUR SUCCESS ON OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER,
MR. JOHN ROBINSON. THE LOSS OF MR. ROBINSON'S SERVICES WOULD HAVE AN ADVERSE
EFFECT ON OUR OPERATIONS, AND ON THE VALUE OF YOUR SECURITIES.

      Our future success will depend, to a significant degree, on the continued
services of our Chairman and Chief Executive Officer, Mr. John Robinson. We do
not have, and currently we do not intend to acquire, key-man life insurance on
the life of Mr. Robinson. The loss of Mr. Robinson's services would have a
material adverse effect on our business and operations.

OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE NEGATIVELY
IMPACTED IF DEMAND FOR OUR PRODUCTS IS LESS THAN WE ANTICIPATE. AS A RESULT, THE
VALUE OF YOUR SECURITIES MAY DECLINE.

Our growth depends on our ability to successfully develop and market our
products. The development and marketing of our products is dependent on a number
of factors, including our ability to:

      o     recruit and maintain a base of qualified scientists and engineers;

      o     initiate, develop and sustain corporate and government
            relationships;

      o     attract, hire, integrate and retain qualified sales and sales
            support employees; and

      o     accurately assess the demands of the market.

      Demand for our products might be less than we anticipate, or we may not be
successful in recruiting and maintaining the personnel we need to develop and
sell our products. In either case, our business, operating results and financial
condition could be negatively impacted and the value of your securities may
decline.

WE ARE DEPENDENT ON PROPRIETARY TECHNOLOGY, WHICH WE MAY NOT BE ABLE TO
ADEQUATELY PROTECT. ADDITIONALLY, THIRD PARTIES MAY ALLEGE THAT WE INFRINGE ON
THEIR INTELLECTUAL PROPERTY. IF WE WERE TO BECOME INVOLVED IN LITIGATION, IT
WOULD BE COSTLY AND WOULD DIVERT MANAGEMENT'S ATTENTION FROM OUR BUSINESS
OPERATIONS. THIS COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS AND ON THE VALUE
OF YOUR SECURITIES.


                                       4
<PAGE>

      We rely on a combination of trade secret and patent laws, nondisclosure
and other contractual and technical measures to protect our proprietary rights
in our products. However, we cannot assure you that these provisions will be
adequate to protect our proprietary rights. In addition, the laws of certain
foreign countries do not protect intellectual property rights to the same extent
as the laws of the United States. Although we believe that our intellectual
property rights do not infringe upon the proprietary rights of third parties, a
competitor may claim that we have infringed on its products. Any litigation
relating to our intellectual property could result in substantial expense to us
and result in significantly diverting our technical and management personnel
from their routine activities. This could have an adverse effect on our business
and the value of your securities.

WE HAVE NOT PAID CASH DIVIDENDS AND IT IS UNLIKELY THAT WE WILL PAY CASH
DIVIDENDS IN THE FORESEEABLE FUTURE.

      We plan to use all of our earnings, to the extent we have earnings, to
fund our operations. We do not plan to pay any cash dividends in the foreseeable
future. We cannot guarantee that we will, at any time, generate sufficient
surplus cash that would be available for distribution as a dividend to the
holders of our common stock. You should not expect to receive cash dividends on
our common stock.

WE HAVE THE ABILITY TO ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK WITHOUT
ASKING FOR STOCKHOLDER APPROVAL, WHICH COULD CAUSE YOUR INVESTMENT TO BE
DILUTED.

      On January 14, 2004, our Board of Directors adopted and approved an
amendment to our Articles of Incorporation to increase our common stock from
100,000,000 shares to 300,000,000 shares. The power of the Board of Directors to
issue shares of common stock or warrants or options to purchase shares of common
stock is generally not subject to stockholder approval. Accordingly, any
additional issuance of our common stock may have the effect of further diluting
your investment.

WE MAY RAISE ADDITIONAL CAPITAL THROUGH A SECURITIES OFFERING THAT COULD DILUTE
YOUR OWNERSHIP INTEREST.

      We require substantial working capital to fund our business. If we raise
additional funds through the issuance of equity, equity-related or convertible
debt securities, these securities may have rights, preferences or privileges
senior to those of the holders of our common stock. The issuance of additional
common stock or securities convertible into common stock by our management will
also have the effect of further diluting the proportionate equity interest and
voting power of holders of our common stock.


                                       5
<PAGE>

A MAJORITY OF OUR CAPITAL STOCK IS OWNED BY OUR EXECUTIVE OFFICERS AND
DIRECTORS, WHICH WILL ALLOW THEM TO CONTROL THE OUTCOME OF MATTERS SUBMITTED TO
OUR STOCKHOLDERS FOR A VOTE.

      As of the date of this prospectus, management owns the majority of our
issued and outstanding shares of capital stock. Because management owns a
majority of the capital stock, management will retain the ability to elect a
majority of the Board of Directors and thereby control our management. Although
they are under no obligation to do so, if our executive officers and directors
(and their affiliates) were to vote together, they would also have the ability
to control the outcome of corporate actions requiring stockholder approval,
including mergers and other changes of corporate control, going private
transactions, and other extraordinary transactions. This concentration of
ownership may have the effect of delaying or preventing a change of control,
even if a change of control would benefit stockholders.

THERE IS NO ACTIVE PUBLIC MARKET FOR OUR SECURITIES, SO YOU MAY NOT BE ABLE TO
LIQUIDATE YOUR SECURITIES IF YOU NEED MONEY.

      Trading of our common stock is sporadic. We cannot guarantee that an
active market for our common stock will develop or be sustained soon. You may
not be able to liquidate our securities if you need money.

OUR ARTICLES OF INCORPORATION PERMIT US TO ISSUE SHARES OF PREFERRED STOCK. BY
ISSUING PREFERRED STOCK, WE MAY BE ABLE TO DELAY, DEFER OR PREVENT A CHANGE OF
CONTROL.

      Our Amended and Restated Certificate of Incorporation permits us to issue
10,000,000 shares of preferred stock. Our Amended and Restated Certificate of
Incorporation also permits our Board of Directors to determine the right,
preferences, privileges and restrictions granted to, or imposed upon, the
preferred stock and to fix the number of shares constituting any series and the
designation of such series without further action by our stockholders.

      Depending on the rights, preferences and privileges granted when the
preferred stock is issued, it may have the effect of delaying, deferring or
preventing a change in control without further action by our stockholders and
may adversely affect the voting and other rights of the holders of our common
stock.

WE ARE SUBJECT TO THE PENNY STOCK RULES AND THESE RULES MAY ADVERSELY AFFECT
TRADING IN OUR COMMON STOCK.

      Our common stock is a "low-priced" security under rules promulgated under
the Securities Exchange Act of 1934. In accordance with these rules,
broker-dealers participating in transactions in low-priced securities must first
deliver a risk disclosure document which describes the risks associated with
such stocks, the broker-dealer's duties in selling the stock, the customer's
rights and remedies and certain market and other information. Furthermore, the
broker-dealer must make a suitability determination approving the customer for
low-priced stock transactions based on the customer's financial situation,
investment experience and objectives. Broker-dealers must also disclose these
restrictions in writing to the customer, obtain specific written consent from
the customer, and provide monthly account statements to the customer. The effect
of these restrictions probably decreases the willingness of broker-dealers to
make a market in our common stock, decreases liquidity of our common stock and
increases transaction costs for sales and purchases of our common stock as
compared to other securities.


                                       6
<PAGE>

                                 USE OF PROCEEDS

      We will not receive any of the proceeds from this offering. If any of the
selling stockholders were to exercise an option to acquire the common stock sold
pursuant to this resale prospectus, we would receive the option exercise price.
As of the date of this prospectus, no options have been granted pursuant to the
US Global Nanospace, Inc. 2002 Amended and Restated Stock Plan, however, in the
future, we may grant options from this plan.

                  SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION

      All of the common stock registered for sale under this prospectus will be
owned prior to the offer and sale of such shares by our current or former
employees, officers, directors, consultants and/or advisors (the "selling
stockholders"). All of the shares owned by the selling stockholders were
acquired by them pursuant to the US Global Nanospace, Inc. 2002 Amended and
Restated Stock Plan. The names of the selling stockholders are set forth below.

      We are registering the common stock covered by this prospectus for the
selling stockholders. As used in this prospectus, "selling stockholders"
includes the pledgees, donees, transferees or others who may later hold the
selling stockholders' interests. We will pay the costs and fees of registering
the common shares, but the selling stockholders will pay any brokerage
commissions, discounts or other expenses relating to the sale of the common
stock.

      The selling stockholders may sell their common stock by means of this
prospectus and any applicable prospectus supplement or they may decide to sell
them by other means, including pursuant to Rule 144, however they are not
obligated to sell their common stock at all. The selling stockholders may sell
their common stock from time to time in one or more types of transactions (which
may include block transactions) in the over-the-counter market, in negotiated
transactions, through put or call option transactions relating to the common
stock, through short sales of common stock, or a combination of such methods of
sale, at market prices prevailing at the time of sale, at prices related to such
market prices, at negotiated prices, or at fixed prices. The selling
stockholders may sell their common stock directly to purchasers, in private
transactions, or through agents, underwriters or broker-dealers. The selling
stockholders will pay any applicable underwriting discounts, selling commissions
and transfer taxes. We will pay all other expenses incident to the registration
of the common stock. The selling stockholders and any broker-dealers, agents or
underwriters that participate in the distribution of the common stock may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933.


                                       7
<PAGE>

      Because the selling stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, they will be subject to the
prospectus delivery requirements of the Securities Act. If we are required to
supplement this prospectus or post-effectively amend the registration statement
to disclose a specific plan of distribution of the selling stockholder, the
supplement or amendment will describe the particulars of the plan of
distribution, including the shares of common stock, purchase price and names of
any agent, broker, dealer, or underwriter or arrangements relating to any such
an entity or applicable commissions.

      Under applicable rules and regulations under the Securities Exchange Act
of 1934, as amended, no person engaged in the distribution of the shares may
simultaneously engage in market making activities with respect to our common
stock for a restricted period before the commencement of the distribution. In
addition, the selling stockholders will be subject to applicable provisions of
the Securities Exchange Act and the associated rules and regulations under the
Securities Exchange Act, including Regulation M, the provisions of which may
limit the timing of purchases and sales of the shares by the selling
stockholders.

      We will make copies of this prospectus available to the selling
stockholders and have informed the selling stockholders of the need to deliver
copies of this prospectus to purchasers at or before the time of any sale of the
shares.

      Additional information related to the selling stockholders and the plan of
distribution may be provided in one or more supplemental prospectuses.

      The following table sets forth the names of the selling stockholders who
may sell their shares pursuant to this prospectus. The selling stockholders
have, or within the past three years have had, positions, offices or other
material relationships with us or with our predecessors or affiliates. The
following table also sets forth certain information as of the date of this
prospectus, to the best of our knowledge, regarding the ownership of our common
stock by the selling stockholders and as adjusted to give effect to the sale of
all the common stock offered by the selling stockholders pursuant to this
prospectus.


                                       8
<PAGE>

<TABLE>
<CAPTION>
                                   SHARES              SHARES                SHARES            PERCENTAGE
          SELLING              HELD BEFORE THE          BEING            HELD AFTER THE     OWNED AFTER THE
        SHAREHOLDER               OFFERING             OFFERED              OFFERING            OFFERING
<S>                              <C>                  <C>                  <C>                   <C>
Julie Seaman                      1,870,329            580,404             1,289,925             1.45%
Director, Chief
Financial Officer

John Robinson                    47,332,849           1,105,528            46,277,321            51.84%
Director, Chief Executive
Officer

           TOTAL                 49,203,178           1,685,932            47,517,246            53.29%
</TABLE>

(1) Based on 89,259,649 shares outstanding as of August 23, 2004.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

      Richardson & Patel LLP has given an opinion regarding certain legal
matters in connection with this offering of our securities. Both Richardson &
Patel LLP and its principles have accepted our common stock in exchange for
services rendered to us in the past and, although they are under no obligation
to do so, they may continue to accept our common stock for services rendered to
us. As of the date of this prospectus, Erick E. Richardson, a principle of
Richardson & Patel LLP, owns 71,430 shares of our common stock.

                       WHERE YOU CAN FIND MORE INFORMATION

      This prospectus is part of a Registration Statement on Form S-8 that we
filed with the Securities and Exchange Commission (the "SEC"). We omitted
certain information in the Registration Statement from this prospectus in
accordance with the rules of the SEC. We file our annual, quarterly and special
reports, proxy statements and other information with the SEC. You can inspect
and copy the Registration Statement as well as reports, proxy statements and
other information we have filed with the SEC at the public reference room
maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. You can obtain copies from the Public Reference Room of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549 if you pay certain fees. You can call
the SEC at 1-800-732-0330 for further information about the operation of the
Public Reference Room. We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's World Wide Web
site at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The SEC allows us to "incorporate by reference" certain of our
publicly-filed documents into this prospectus, which means that information
included in these documents is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended.


                                       9
<PAGE>

      The following documents filed with the SEC is incorporated by reference
into this prospectus:

      (1) our Annual Report on Form 10-KSB for the fiscal year ended March 31,
2004 that we filed on July 14, 2004.

      (2) our Quarterly Report on Form 10-QSB for the quarter ended June 30,
2004 that we filed on August 23, 2004.

      All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed documents which is deemed to be incorporated
by reference herein modifies or supersedes such earlier statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus or ANY prospectus
supplement.

      We will provide without charge to you, on written or oral request, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents, except for exhibits that are incorporated by
reference). You should direct any requests for documents to US Global Nanospace,
Inc., 2533 North Carson Street, Suite 5107, Carson City, Nevada 89706, telephone
(775)-841-3246.

                           FORWARD LOOKING STATEMENTS

      This prospectus contains forward-looking statements that involve risks and
uncertainties. These are statements regarding financial and operating
performance and results and other statements that are not historical facts. The
words "expect," "project," "estimate," "believe," "anticipate," "intend,"
"plan," "forecast," and similar expressions are intended to identify
forward-looking statements. Certain important risks could cause results to
differ materially from those anticipated by some of the forward-looking
statements. Some, but not all, of the risks that could cause actual results to
differ from those suggested by the forward-looking statements include those
included in the section of this prospectus titled "Risk Factors" as well as the
following:

      o     the loss of the services of any member of our management team and,
            in particular, the loss of the services of John Robinson, our
            Chairman and Chief Executive Officer;

      o     our ability to successfully market the products we have developed
            and to continue to develop products with demonstrated competitive
            advantages for the defense and homeland security markets;


                                       10
<PAGE>

      o     whether or not our products are able to compete successfully with
            products of other suppliers and whether or not some or all of our
            products are rendered obsolete by newer products;

      o     the implementation of any government regulation that could make it
            more difficult or more costly to bring our products to market;

      o     our ability to obtain financing as and when we need it; and

other factors, all of which are difficult to predict and many of which are
beyond our control.

      You are cautioned not to place undue reliance on these forward-looking
statements, which relate only to events as of the date on which the statements
are made. We undertake no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
You should refer to and carefully review the information in future documents we
file with the Securities and Exchange Commission.

              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

      As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
our Certificate of Incorporation includes a provision that eliminates the
personal liability of each of our directors for monetary damages for breach of
such director's fiduciary duty as a director, except for liability: (i) for any
breach of the director's duty of loyalty to us or our stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the director derived an
improper personal benefit.

      In addition, our Certificate of Incorporation and our bylaws provide that
we must, to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law, indemnify our directors, officers and employees, and persons
serving, at our request, in such capacities in other business enterprises
including, for example, our subsidiaries, including those circumstances in which
indemnification would otherwise be discretionary.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us for expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether our
indemnification is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of the issue by the court.


                                       11
<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            (a) The Registrant incorporates by reference into this Registration
Statement its Annual Report on Form 10-KSB for the fiscal year ended March 31,
2004, filed by the Registrant with the Securities and Exchange Commission on
July 14, 2004, which contains audited financial statements for the most recent
fiscal year for which such statements have been filed.

            (b) The Registrant's authorized capital consists of 300,000,000
shares of common stock, par value $0.001 per share, and 10,000,000 shares of
preferred stock, par value $0.01 per share. Holders of shares of common stock
are entitled to one vote per share at all meetings of stockholders. Stockholders
are not permitted to cumulate votes in the election of directors. All shares of
common stock are equal to each other with respect to liquidation rights and
dividend rights. There are no preemptive rights to purchase any additional
shares of common stock. In the event of liquidation, dissolution or winding up
of the Registrant, holders of the common stock will be entitled to receive on a
pro rata basis all assets of the Registrant remaining after satisfaction of all
liabilities and preferences of the outstanding preferred stock, if any.

            (c) In addition to the above, all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

            Not applicable. The securities to be registered are registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware General Corporation Law") permits indemnification of officers and
directors as follows:

            (a) A corporation shall have power to indemnify any person who was
      or is a party or is threatened to be made a party to any threatened,
      pending or completed action, suit or proceeding, whether civil, criminal,
      administrative or investigative (other than an action by or in the right
      of the corporation) by reason of the fact that the person is or was a
      director, officer, employee or agent of the corporation, or is or was
      serving at the request of the corporation as a director, officer, employee
      or agent of another corporation, partnership, joint venture, trust or
      other enterprise, against expenses (including attorneys' fees), judgments,
      fines and amounts paid in settlement actually and reasonably incurred by
      the person in connection with such action, suit or proceeding if the
      person acted in good faith and in a manner the person reasonably believed
      to be in or not opposed to the best interests of the corporation, and,
      with respect to any criminal action or proceeding, had no reasonable cause
      to believe the person's conduct was unlawful. The termination of any
      action, suit or proceeding by judgment, order, settlement, conviction, or
      upon a plea of nolo contendere or its equivalent, shall not, of itself,
      create a presumption that the person did not act in good faith and in a
      manner which the person reasonably believed to be in or not opposed to the
      best interests of the corporation, and, with respect to any criminal
      action or proceeding, had reasonable cause to believe that the person's
      conduct was unlawful.

            (b) A corporation shall have power to indemnify any person who was
      or is a party or is threatened to be made a party to any threatened,
      pending or completed action or suit by or in the right of the corporation
      to procure a judgment in its favor by reason of the fact that the person
      is or was a director, officer, employee or agent of the corporation, or is
      or was serving at the request of the corporation as a director, officer,
      employee or agent of another corporation, partnership, joint venture,
      trust or other enterprise against expenses (including attorneys' fees)
      actually and reasonably incurred by the person in connection with the
      defense or settlement of such action or suit if the person acted in good
      faith and in a manner the person reasonably believed to be in or not
      opposed to the best interests of the corporation and except that no
      indemnification shall be made in respect of any claim, issue or matter as
      to which such person shall have been adjudged to be liable to the
      corporation unless and only to the extent that the Court of Chancery or
      the court in which such action or suit was brought shall determine upon
      application that, despite the adjudication of liability but in view of all
      the circumstances of the case, such person is fairly and reasonably
      entitled to indemnity for such expenses which the Court of Chancery or
      such other court shall deem proper.
<PAGE>

            (c) To the extent that a present or former director or officer of a
      corporation has been successful on the merits or otherwise in defense of
      any action, suit or proceeding referred to in subsections (a) and (b) of
      this section, or in defense of any claim, issue or matter therein, such
      person shall be indemnified against expenses (including attorneys' fees)
      actually and reasonably incurred by such person in connection therewith.

            (d) Any indemnification under subsections (a) and (b) of this
      section (unless ordered by a court) shall be made by the corporation only
      as authorized in the specific case upon a determination that
      indemnification of the present or former director, officer, employee or
      agent is proper in the circumstances because the person has met the
      applicable standard of conduct set forth in subsections (a) and (b) of
      this section. Such determination shall be made, with respect to a person
      who is a director or officer at the time of such determination, (1) by a
      majority vote of the directors who are not parties to such action, suit or
      proceeding, even though less than a quorum, or (2) by a committee of such
      directors designated by majority vote of such directors, even though less
      than a quorum, or (3) if there are no such directors, or if such directors
      so direct, by independent legal counsel in a written opinion, or (4) by
      the stockholders.

            (e) Expenses (including attorneys' fees) incurred by an officer or
      director in defending any civil, criminal, administrative or investigative
      action, suit or proceeding may be paid by the corporation in advance of
      the final disposition of such action, suit or proceeding upon receipt of
      an undertaking by or on behalf of such director or officer to repay such
      amount if it shall ultimately be determined that such person is not
      entitled to be indemnified by the corporation as authorized in this
      section. Such expenses (including attorneys' fees) incurred by former
      directors and officers or other employees and agents may be so paid upon
      such terms and conditions, if any, as the corporation deems appropriate.

            (f) The indemnification and advancement of expenses provided by, or
      granted pursuant to, the other subsections of this section shall not be
      deemed exclusive of any other rights to which those seeking
      indemnification or advancement of expenses may be entitled under any
      bylaw, agreement, vote of stockholders or disinterested directors or
      otherwise, both as to action in such person's official capacity and as to
      action in another capacity while holding such office.

            (g) A corporation shall have power to purchase and maintain
      insurance on behalf of any person who is or was a director, officer,
      employee or agent of the corporation, or is or was serving at the request
      of the corporation as a director, officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise against
      any liability asserted against such person and incurred by such person in
      any such capacity, or arising out of such person's status as such, whether
      or not the corporation would have the power to indemnify such person
      against such liability under this section.
<PAGE>

            (h) For purposes of this section, references to "the corporation"
      shall include, in addition to the resulting corporation, any constituent
      corporation (including any constituent of a constituent) absorbed in a
      consolidation or merger which, if its separate existence had continued,
      would have had power and authority to indemnify its directors, officers,
      and employees or agents, so that any person who is or was a director,
      officer, employee or agent of such constituent corporation, or is or was
      serving at the request of such constituent corporation as a director,
      officer, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise, shall stand in the same position under
      this section with respect to the resulting or surviving corporation as
      such person would have with respect to such constituent corporation if its
      separate existence had continued.

            (i) For purposes of this section, references to "other enterprises"
      shall include employee benefit plans; references to "fines" shall include
      any excise taxes assessed on a person with respect to any employee benefit
      plan; and references to "serving at the request of the corporation" shall
      include any service as a director, officer, employee or agent of the
      corporation which imposes duties on, or involves services by, such
      director, officer, employee or agent with respect to an employee benefit
      plan, its participants or beneficiaries; and a person who acted in good
      faith and in a manner such person reasonably believed to be in the
      interest of the participants and beneficiaries of an employee benefit plan
      shall be deemed to have acted in a manner "not opposed to the best
      interests of the corporation" as referred to in this section.

            (j) The indemnification and advancement of expenses provided by, or
      granted pursuant to, this section shall, unless otherwise provided when
      authorized or ratified, continue as to a person who has ceased to be a
      director, officer, employee or agent and shall inure to the benefit of the
      heirs, executors and administrators of such a person.

            (k) The Court of Chancery is hereby vested with exclusive
      jurisdiction to hear and determine all actions for advancement of expenses
      or indemnification brought under this section or under any bylaw,
      agreement, vote of stockholders or disinterested directors, or otherwise.
      The Court of Chancery may summarily determine a corporation's obligation
      to advance expenses (including attorneys' fees).

            Pursuant to Article Eighth of the Registrant's Amended and Restated
Certificate of Incorporation, no director is personally liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director. This provision does not eliminate or limit the liability of a director
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law under Section 174 of the
Delaware General Corporation Law or for any transaction from which such director
derived an improper personal benefit. If the Delaware General Corporation Law is
amended in the future eliminating or limiting the personal liability of
directors, then the liability of a director of the Registrant shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as amended.
<PAGE>

            Pursuant to Article Ninth of the Registrant's Amended and Restated
Certificate of Incorporation, the Registrant shall indemnify, in the manner and
to the fullest extent permitted by law, each person who was or is a party to, or
is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether or not by or in the right of the Registrant,
and whether civil, criminal, administrative, investigative or otherwise, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Registrant, or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. The
indemnification shall be made only as authorized in the specific case upon a
determination, in the manner provided by law, that indemnification of the
director, officer, employee or agent is proper under the circumstances. The
Registrant may, to the fullest extent permitted by law, purchase and maintain
insurance on behalf of any such person against any liability that may be
asserted against such person. As permitted by law, this indemnity shall include
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement and, in the manner provided by law, any such expense shall be paid by
the Registrant in advance of the final disposition of such action, suit or
proceeding. This indemnity does not limit the right of the Registrant to
indemnify any other person for any such expenses to the fullest extent permitted
by law, nor is it exclusive of any other rights to which any person seeking
indemnification from the Registrant may be entitled to under any agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office. This indemnity shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.

            Article VII of the Registrant's bylaws states that the Registrant
shall indemnify any person in accordance with Section 145 of the Delaware
General Corporation Law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

ITEM 8. EXHIBITS.

            5.    Opinion regarding legality (including consent)
            10.   US Global Nanospace, Inc. 2002 Amended and Restated 2002 Stock
                  Plan, as amended on June 2, 2004
            23.1  Consent of Grant Thornton LLP
            23.2  Consent of Grobstein, Horwath & Company LLP
<PAGE>

ITEM 9. UNDERTAKINGS

            (a) The undersigned Registrant hereby undertakes (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; (2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

            (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) 0f the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this S-8 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carson City, State of Nevada on the 23rd day of
August 2004.

                                US GLOBAL NANOSPACE, INC.



                                By:/s/ John Robinson
                                   ---------------------------------------------
                                   John Robinson, Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

August 23, 2004

                                            /s/ John Robinson
                                            ---------------------------------
                                            John Robinson, Director and Chief
                                            Executive Officer

August 23, 2004

                                            /s/ Julie Seaman
                                            ---------------------------------
                                            Julie Seaman, Director and Chief
                                            Financial Officer
[{"type": "S-8", "sequence": "1", "filename": "v06177_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 59898}]
{"company-data": {"conformed-name": "US GLOBAL NANOSPACE  INC", "cik": "0001001111", "assigned-sic": "2390", "irs-number": "980134875", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118500", "film-number": "04992662"}, "business-address": {"street1": "2533 NORTH CARSON STREET", "street2": "STE 5107", "city": "CARSON CITY", "state": "NV", "zip": "89706", "phone": "775-841-3246"}, "mail-address": {"street1": "2533 N CARSON STREET", "street2": "STE 5107", "city": "CARSON CITY", "state": "NV", "zip": "89706"}, "former-company": [{"former-conformed-name": "US GLOBAL AEROSPACE  INC", "date-changed": "20021016"}, {"former-conformed-name": "CARING PRODUCTS INTERNATIONAL INC", "date-changed": "19950919"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            US GLOBAL NANOSPACE, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                    Delaware                                   13-3720542
------------------------------------------------          --------------------
(State or other jurisdiction of incorporation or            (I.R.S. Employer
organization)                                              Identification No.)

      2533 North Carson Street, Suite 5107
               Carson City, Nevada                                89706
--------------------------------------------------         ---------------------
    (Address of principal executive offices)                    (Zip Code)

         US Global Nanospace, Inc. Amended and Restated 2002 Stock Plan
    ------------------------------------------------------------------------
                            (Full title of the plan)

                                  John Robinson
                      2533 North Carson Street, Suite 5107
                            Carson City, Nevada 89706
    ------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (775) 841-3246
    ------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
   TO BE REGISTERED        REGISTERED(1)           SHARE(2)              PRICE(2)        REGISTRATION FEE(3)
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Common Stock                 15,000,000              $0.25                   $3,750,000              $475.12
-------------------------------------------------------------------------------------------------------------
TOTAL                        15,000,000              $0.25                   $3,750,000              $475.12
-------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of common
stock which become issuable under this US Global Nanospace, Inc. Amended and
Restated 2002 Stock Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the Registrant's
receipt of consideration which results in an increase in the number of the
outstanding shares of the Registrant's common stock.

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
based on the average of the high and low prices of the Registrant's common
stock as reported by the Over-The-Counter Bulletin Board on August 16, 2004.

(3) Calculated pursuant to General Instruction E on Form S-8.
GENERAL INSTRUCTION E INFORMATION

      This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.

      The contents of the Registrant's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on July 26, 2002 (File No.
333-97213) is hereby incorporated by reference.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
will be sent or given to the employees, as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Securities Act"). Such documents need not be filed
with the Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Securities
Act Rule 424 in accordance with the Note to Part I of Form S-8. These documents,
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                      CONTROL SECURITIES REOFFER PROSPECTUS

      The material which follows constitutes a prospectus prepared in accordance
with the applicable requirements of Part I of Form S-3 and General Instruction C
to Form S-8, to be used in connection with reoffers and resales of control
securities acquired under the US Global Nanospace, Inc. Amended and Restated
2002 Stock Plan.
PROSPECTUS

                            US GLOBAL NANOSPACE, INC.

                        1,685,932 SHARES OF COMMON STOCK

      This prospectus relates to the proposed resale from time to time of up to
1,685,932 shares of common stock by the selling stockholders whose names are set
forth in this prospectus.

      We will not receive any of the proceeds from the sale of these securities
by the selling stockholders. However, if options must be exercised in order to
purchase shares of common stock registered under this registration statement, we
will receive the option exercise price.

      Our common stock currently is listed on the OTC Bulletin Board under the
symbol USGA.

      The selling stockholders may sell their common stock by means of this
prospectus and any applicable prospectus supplement or they may decide to sell
them by other means, including pursuant to Rule 144, however they are not
obligated to sell their common stock at all. The selling stockholders may sell
their common stock from time to time in one or more types of transactions (which
may include block transactions) in the over-the-counter market, in negotiated
transactions, through put or call option transactions relating to the common
stock, through short sales of common stock, or a combination of such methods of
sale, at market prices prevailing at the time of sale, at prices related to such
market prices, at negotiated prices, or at fixed prices. The selling
stockholders may sell their common stock directly to purchasers, in private
transactions, or through agents, underwriters or broker-dealers. The selling
stockholders will pay any applicable underwriting discounts, selling commissions
and transfer taxes. We will pay all other expenses incident to the registration
of the common stock. The selling stockholders and any broker-dealers, agents or
underwriters that participate in the distribution of the common stock may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933.

      AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
PURCHASE OUR SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR
INVESTMENT. SEE "RISK FACTORS" BEGINNING AT PAGE 2 OF THIS PROSPECTUS.

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is August 23, 2004.
TABLE OF CONTENTS

The Company                                                                    1
Risk Factors                                                                   2
Use of Proceeds                                                                7
Selling Stockholders and Plan of Distribution                                  7
Interests of Named Experts and Counsel                                         9
Where You Can Find More Information                                            9
Incorporation of Certain Documents by Reference                                9
Forward-Looking Statements                                                    10
Disclosure of Commission Position on Indemnification
     For Securities Act Liabilities                                           11
THE COMPANY

      US Global Nanospace, Inc. (formerly US Global Aerospace, Inc.), referred
to in this prospectus as "USGN", "we", "us" or "our", is a nanotechnology
company that specializes in identifying, developing, and commercializing
advanced products the core technologies of which are primarily nanoscience
derived. These products include optimized polymer and organic materials and
nanofibers to produce variable threat armor solutions, advanced filtration
systems for air, water and cigarettes, biological and chemical decontaminants,
and blast mitigation and fire protection materials. We are currently focusing
our efforts on licensing and marketing the products we have developed for threat
reduction and health and safety applications. Our target customers for these
materials, formulas, and processes include agencies and/or organizations under
the direct control of the federal government of the United States, domestic and
foreign businesses and foreign government agencies and/or organizations, to the
extent permitted by applicable law or regulation.

      Many of our products incorporate optimized polymer or organic nanofibers
up to one micron in size. Our products, some of which are still being developed,
include the following:

      o     airborne pathogen and allergen air filter and purification systems
            for use in commercial, industrial and vehicle/aircraft applications;

      o     a toxin reducing biodegradable cigarette filter;

      o     a non-toxic, environmentally friendly biological and chemical
            decontamination formula for use in remediation of terrorist attacks,
            industrial accidents or naturally occurring pathogenic threats;

      o     nanoparticles and nanofibers of metals, metallic oxides, polymers
            and organics, for light weight armor systems and various other
            applications; and

      o     blast mitigation and fire blocking or containment materials for
            defense, commercial, and industrial application.

      Effective July 21, 2003, the Company changed its name from US Global
Aerospace, Inc. to US Global Nanospace, Inc.

         Our principal executive offices are located at 2533 North Carson
Street, Suite 5107, Carson City, Nevada 89706. Our telephone number is (775)
841-3246. Our website can be found at http://www.usgn.com. The information
included on our website is not a part of this prospectus.
RISK FACTORS

      AN INVESTMENT IN OUR SECURITIES IS VERY SPECULATIVE AND INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, ALONG
WITH THE OTHER MATTERS REFERRED TO IN THIS PROSPECTUS, INCLUDING OUR FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION THAT ARE INCORPORATED INTO THIS
PROSPECTUS BY REFERENCE, BEFORE YOU DECIDE TO ACQUIRE OUR SECURITIES. IF YOU
DECIDE TO ACQUIRE OUR SECURITIES, YOU SHOULD BE ABLE TO AFFORD A COMPLETE LOSS
OF YOUR INVESTMENT.

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE HAD LIMITED OPERATIONS TO DATE,
THEREFORE YOU HAVE NO BASIS ON WHICH TO DETERMINE IF OUR BUSINESS CAN BE
SUCCESSFUL. IF WE ARE NOT SUCCESSFUL, YOUR SECURITIES MAY BECOME WORTHLESS.

      We are a development stage company and, to date, we have had limited
operations. During the fiscal year ended March 31, 2004, we had a net loss of
$7,285,341 and on that date our liabilities exceeded our assets by $3,061,610.
Our auditor, Grobstein, Horwath & Company LLP, has issued a "going concern"
opinion for our financial statements at March 31, 2004. In that opinion, the
auditor noted that we have generated limited revenues and that attainment of
profitable operations is dependent upon obtaining adequate financing to fulfill
our development activities. These factors raise substantial doubt about our
ability to continue as a going concern. If we are unsuccessful in developing and
selling our products, your securities may become worthless.

SOME OF OUR PRODUCTS ARE STILL BEING DEVELOPED AND, AS YET, THEY ARE UNPROVEN,
THEREFORE, WE CANNOT ASSURE YOU THAT WE WILL BE SUCCESSFUL. IF WE ARE NOT
SUCCESSFUL, THE SECURITIES YOU ACQUIRE MAY BECOME WORTHLESS.

      Our current business model depends on generating revenue through sales of
our products. These products are in varying stages of development and testing.
Our products have not been proven. If we cannot successfully develop and prove
our products, we may not become profitable and the securities you acquire may
become worthless.

THE SUCCESS OF OUR BUSINESS REQUIRES CONTINUED FUNDING. IF WE DO NOT RECEIVE
ADEQUATE FUNDING, THE SECURITIES YOU ACQUIRE MAY BECOME WORTHLESS.

      Our ability to continue in existence and to develop our business depends
upon our ability to obtain funding for our operations. If we do not receive
adequate funding, it is unlikely that we could continue our business, in which
case you would lose your entire investment.

                                       2
THE SUCCESS OF OUR BUSINESS REQUIRES ACCEPTANCE OF OUR PRODUCTS IN THE
MARKETPLACE. IF A DEMAND FOR OUR PRODUCTS DOES NOT DEVELOP, OUR BUSINESS WILL BE
UNSUCCESSFUL AND YOU MAY LOSE YOUR ENTIRE INVESTMENT.

      The use of nanotechnology is a novel and unproven business model, which
may not be successful and will ultimately depend on demand for our products. Our
ability to grow and sustain our business is dependent upon our ability to gain
significant acceptance of our products, primarily in the defense and homeland
security markets. Without significant acceptance in these markets, we will not
be able to achieve and sustain profitable operations and your securities will
likely become worthless. At this time it is impossible for us to predict the
degree to which demand for our products will evolve or whether any potential
market will be large enough to provide any meaningful revenue or profit for us.

WE ARE SUBJECT TO THE RISKS AND UNCERTAINTIES INHERENT IN NEW BUSINESSES. OUR
FAILURE TO PLAN OR FORECAST ACCURATELY COULD HAVE A MATERIAL ADVERSE IMPACT ON
OUR DEVELOPMENT, WHICH MAY CAUSE THE VALUE OF YOUR SECURITIES TO DECLINE
SUBSTANTIALLY OR BECOME WORTHLESS.

We are subject to the risks and uncertainties inherent in new businesses,
including the following:

      o     Our projected capital needs may be inaccurate, and we may not have
            enough money to develop our products and bring them to market;

      o     We may experience unanticipated development or marketing expenses,
            which may make it more difficult to develop our products and bring
            them to market;

      o     Even if we are able to develop our products and bring them to
            market, we may not earn enough revenue from the sales of our
            products to cover the costs of operating our business.

If, because of our failure to plan or project accurately, we are unsuccessful in
our efforts to develop our products or if the products we provide do not produce
revenues as we project, we are not likely to ever become profitable and we may
be required to curtail some or all of our operations. In that event, the value
of your investment could decline substantially or become worthless.

WE WILL CONTINUE TO NEED MONEY TO FUND FUTURE OPERATIONS. IF WE DO NOT RECEIVE
ADEQUATE FINANCING WE WOULD BE UNABLE TO CONTINUE OUR OPERATIONS AND YOUR
SECURITIES WOULD BECOME WORTHLESS.

                                       3
Until we are able to generate significant revenues from the sale of our
products, we will require financing for our operations. We cannot assure you
that funds will be available to us on favorable terms, or at all. To the extent
that money is raised through the sale of our securities, the issuance of those
securities could result in dilution to our stockholders. Unavailability of funds
could have a material adverse effect on our ability to continue our operations.
If we were not able to continue our operations, your securities will become
worthless.

WE ARE DEPENDENT FOR OUR SUCCESS ON OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER,
MR. JOHN ROBINSON. THE LOSS OF MR. ROBINSON'S SERVICES WOULD HAVE AN ADVERSE
EFFECT ON OUR OPERATIONS, AND ON THE VALUE OF YOUR SECURITIES.

      Our future success will depend, to a significant degree, on the continued
services of our Chairman and Chief Executive Officer, Mr. John Robinson. We do
not have, and currently we do not intend to acquire, key-man life insurance on
the life of Mr. Robinson. The loss of Mr. Robinson's services would have a
material adverse effect on our business and operations.

OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE NEGATIVELY
IMPACTED IF DEMAND FOR OUR PRODUCTS IS LESS THAN WE ANTICIPATE. AS A RESULT, THE
VALUE OF YOUR SECURITIES MAY DECLINE.

Our growth depends on our ability to successfully develop and market our
products. The development and marketing of our products is dependent on a number
of factors, including our ability to:

      o     recruit and maintain a base of qualified scientists and engineers;

      o     initiate, develop and sustain corporate and government
            relationships;

      o     attract, hire, integrate and retain qualified sales and sales
            support employees; and

      o     accurately assess the demands of the market.

      Demand for our products might be less than we anticipate, or we may not be
successful in recruiting and maintaining the personnel we need to develop and
sell our products. In either case, our business, operating results and financial
condition could be negatively impacted and the value of your securities may
decline.

WE ARE DEPENDENT ON PROPRIETARY TECHNOLOGY, WHICH WE MAY NOT BE ABLE TO
ADEQUATELY PROTECT. ADDITIONALLY, THIRD PARTIES MAY ALLEGE THAT WE INFRINGE ON
THEIR INTELLECTUAL PROPERTY. IF WE WERE TO BECOME INVOLVED IN LITIGATION, IT
WOULD BE COSTLY AND WOULD DIVERT MANAGEMENT'S ATTENTION FROM OUR BUSINESS
OPERATIONS. THIS COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS AND ON THE VALUE
OF YOUR SECURITIES.

                                       4
We rely on a combination of trade secret and patent laws, nondisclosure
and other contractual and technical measures to protect our proprietary rights
in our products. However, we cannot assure you that these provisions will be
adequate to protect our proprietary rights. In addition, the laws of certain
foreign countries do not protect intellectual property rights to the same extent
as the laws of the United States. Although we believe that our intellectual
property rights do not infringe upon the proprietary rights of third parties, a
competitor may claim that we have infringed on its products. Any litigation
relating to our intellectual property could result in substantial expense to us
and result in significantly diverting our technical and management personnel
from their routine activities. This could have an adverse effect on our business
and the value of your securities.

WE HAVE NOT PAID CASH DIVIDENDS AND IT IS UNLIKELY THAT WE WILL PAY CASH
DIVIDENDS IN THE FORESEEABLE FUTURE.

      We plan to use all of our earnings, to the extent we have earnings, to
fund our operations. We do not plan to pay any cash dividends in the foreseeable
future. We cannot guarantee that we will, at any time, generate sufficient
surplus cash that would be available for distribution as a dividend to the
holders of our common stock. You should not expect to receive cash dividends on
our common stock.

WE HAVE THE ABILITY TO ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK WITHOUT
ASKING FOR STOCKHOLDER APPROVAL, WHICH COULD CAUSE YOUR INVESTMENT TO BE
DILUTED.

      On January 14, 2004, our Board of Directors adopted and approved an
amendment to our Articles of Incorporation to increase our common stock from
100,000,000 shares to 300,000,000 shares. The power of the Board of Directors to
issue shares of common stock or warrants or options to purchase shares of common
stock is generally not subject to stockholder approval. Accordingly, any
additional issuance of our common stock may have the effect of further diluting
your investment.

WE MAY RAISE ADDITIONAL CAPITAL THROUGH A SECURITIES OFFERING THAT COULD DILUTE
YOUR OWNERSHIP INTEREST.

      We require substantial working capital to fund our business. If we raise
additional funds through the issuance of equity, equity-related or convertible
debt securities, these securities may have rights, preferences or privileges
senior to those of the holders of our common stock. The issuance of additional
common stock or securities convertible into common stock by our management will
also have the effect of further diluting the proportionate equity interest and
voting power of holders of our common stock.

                                       5
A MAJORITY OF OUR CAPITAL STOCK IS OWNED BY OUR EXECUTIVE OFFICERS AND
DIRECTORS, WHICH WILL ALLOW THEM TO CONTROL THE OUTCOME OF MATTERS SUBMITTED TO
OUR STOCKHOLDERS FOR A VOTE.

      As of the date of this prospectus, management owns the majority of our
issued and outstanding shares of capital stock. Because management owns a
majority of the capital stock, management will retain the ability to elect a
majority of the Board of Directors and thereby control our management. Although
they are under no obligation to do so, if our executive officers and directors
(and their affiliates) were to vote together, they would also have the ability
to control the outcome of corporate actions requiring stockholder approval,
including mergers and other changes of corporate control, going private
transactions, and other extraordinary transactions. This concentration of
ownership may have the effect of delaying or preventing a change of control,
even if a change of control would benefit stockholders.

THERE IS NO ACTIVE PUBLIC MARKET FOR OUR SECURITIES, SO YOU MAY NOT BE ABLE TO
LIQUIDATE YOUR SECURITIES IF YOU NEED MONEY.

      Trading of our common stock is sporadic. We cannot guarantee that an
active market for our common stock will develop or be sustained soon. You may
not be able to liquidate our securities if you need money.

OUR ARTICLES OF INCORPORATION PERMIT US TO ISSUE SHARES OF PREFERRED STOCK. BY
ISSUING PREFERRED STOCK, WE MAY BE ABLE TO DELAY, DEFER OR PREVENT A CHANGE OF
CONTROL.

      Our Amended and Restated Certificate of Incorporation permits us to issue
10,000,000 shares of preferred stock. Our Amended and Restated Certificate of
Incorporation also permits our Board of Directors to determine the right,
preferences, privileges and restrictions granted to, or imposed upon, the
preferred stock and to fix the number of shares constituting any series and the
designation of such series without further action by our stockholders.

      Depending on the rights, preferences and privileges granted when the
preferred stock is issued, it may have the effect of delaying, deferring or
preventing a change in control without further action by our stockholders and
may adversely affect the voting and other rights of the holders of our common
stock.

WE ARE SUBJECT TO THE PENNY STOCK RULES AND THESE RULES MAY ADVERSELY AFFECT
TRADING IN OUR COMMON STOCK.

      Our common stock is a "low-priced" security under rules promulgated under
the Securities Exchange Act of 1934. In accordance with these rules,
broker-dealers participating in transactions in low-priced securities must first
deliver a risk disclosure document which describes the risks associated with
such stocks, the broker-dealer's duties in selling the stock, the customer's
rights and remedies and certain market and other information. Furthermore, the
broker-dealer must make a suitability determination approving the customer for
low-priced stock transactions based on the customer's financial situation,
investment experience and objectives. Broker-dealers must also disclose these
restrictions in writing to the customer, obtain specific written consent from
the customer, and provide monthly account statements to the customer. The effect
of these restrictions probably decreases the willingness of broker-dealers to
make a market in our common stock, decreases liquidity of our common stock and
increases transaction costs for sales and purchases of our common stock as
compared to other securities.

                                       6
USE OF PROCEEDS

      We will not receive any of the proceeds from this offering. If any of the
selling stockholders were to exercise an option to acquire the common stock sold
pursuant to this resale prospectus, we would receive the option exercise price.
As of the date of this prospectus, no options have been granted pursuant to the
US Global Nanospace, Inc. 2002 Amended and Restated Stock Plan, however, in the
future, we may grant options from this plan.

                  SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION

      All of the common stock registered for sale under this prospectus will be
owned prior to the offer and sale of such shares by our current or former
employees, officers, directors, consultants and/or advisors (the "selling
stockholders"). All of the shares owned by the selling stockholders were
acquired by them pursuant to the US Global Nanospace, Inc. 2002 Amended and
Restated Stock Plan. The names of the selling stockholders are set forth below.

      We are registering the common stock covered by this prospectus for the
selling stockholders. As used in this prospectus, "selling stockholders"
includes the pledgees, donees, transferees or others who may later hold the
selling stockholders' interests. We will pay the costs and fees of registering
the common shares, but the selling stockholders will pay any brokerage
commissions, discounts or other expenses relating to the sale of the common
stock.

      The selling stockholders may sell their common stock by means of this
prospectus and any applicable prospectus supplement or they may decide to sell
them by other means, including pursuant to Rule 144, however they are not
obligated to sell their common stock at all. The selling stockholders may sell
their common stock from time to time in one or more types of transactions (which
may include block transactions) in the over-the-counter market, in negotiated
transactions, through put or call option transactions relating to the common
stock, through short sales of common stock, or a combination of such methods of
sale, at market prices prevailing at the time of sale, at prices related to such
market prices, at negotiated prices, or at fixed prices. The selling
stockholders may sell their common stock directly to purchasers, in private
transactions, or through agents, underwriters or broker-dealers. The selling
stockholders will pay any applicable underwriting discounts, selling commissions
and transfer taxes. We will pay all other expenses incident to the registration
of the common stock. The selling stockholders and any broker-dealers, agents or
underwriters that participate in the distribution of the common stock may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933.

                                       7
Because the selling stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, they will be subject to the
prospectus delivery requirements of the Securities Act. If we are required to
supplement this prospectus or post-effectively amend the registration statement
to disclose a specific plan of distribution of the selling stockholder, the
supplement or amendment will describe the particulars of the plan of
distribution, including the shares of common stock, purchase price and names of
any agent, broker, dealer, or underwriter or arrangements relating to any such
an entity or applicable commissions.

      Under applicable rules and regulations under the Securities Exchange Act
of 1934, as amended, no person engaged in the distribution of the shares may
simultaneously engage in market making activities with respect to our common
stock for a restricted period before the commencement of the distribution. In
addition, the selling stockholders will be subject to applicable provisions of
the Securities Exchange Act and the associated rules and regulations under the
Securities Exchange Act, including Regulation M, the provisions of which may
limit the timing of purchases and sales of the shares by the selling
stockholders.

      We will make copies of this prospectus available to the selling
stockholders and have informed the selling stockholders of the need to deliver
copies of this prospectus to purchasers at or before the time of any sale of the
shares.

      Additional information related to the selling stockholders and the plan of
distribution may be provided in one or more supplemental prospectuses.

      The following table sets forth the names of the selling stockholders who
may sell their shares pursuant to this prospectus. The selling stockholders
have, or within the past three years have had, positions, offices or other
material relationships with us or with our predecessors or affiliates. The
following table also sets forth certain information as of the date of this
prospectus, to the best of our knowledge, regarding the ownership of our common
stock by the selling stockholders and as adjusted to give effect to the sale of
all the common stock offered by the selling stockholders pursuant to this
prospectus.

                                       8
SHARES              SHARES                SHARES            PERCENTAGE
          SELLING              HELD BEFORE THE          BEING            HELD AFTER THE     OWNED AFTER THE
        SHAREHOLDER               OFFERING             OFFERED              OFFERING            OFFERING
Julie Seaman                      1,870,329            580,404             1,289,925             1.45%
Director, Chief
Financial Officer

John Robinson                    47,332,849           1,105,528            46,277,321            51.84%
Director, Chief Executive
Officer

           TOTAL                 49,203,178           1,685,932            47,517,246            53.29%
(1) Based on 89,259,649 shares outstanding as of August 23, 2004.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

      Richardson & Patel LLP has given an opinion regarding certain legal
matters in connection with this offering of our securities. Both Richardson &
Patel LLP and its principles have accepted our common stock in exchange for
services rendered to us in the past and, although they are under no obligation
to do so, they may continue to accept our common stock for services rendered to
us. As of the date of this prospectus, Erick E. Richardson, a principle of
Richardson & Patel LLP, owns 71,430 shares of our common stock.

                       WHERE YOU CAN FIND MORE INFORMATION

      This prospectus is part of a Registration Statement on Form S-8 that we
filed with the Securities and Exchange Commission (the "SEC"). We omitted
certain information in the Registration Statement from this prospectus in
accordance with the rules of the SEC. We file our annual, quarterly and special
reports, proxy statements and other information with the SEC. You can inspect
and copy the Registration Statement as well as reports, proxy statements and
other information we have filed with the SEC at the public reference room
maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. You can obtain copies from the Public Reference Room of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549 if you pay certain fees. You can call
the SEC at 1-800-732-0330 for further information about the operation of the
Public Reference Room. We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's World Wide Web
site at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The SEC allows us to "incorporate by reference" certain of our
publicly-filed documents into this prospectus, which means that information
included in these documents is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended.

                                       9
The following documents filed with the SEC is incorporated by reference
into this prospectus:

      (1) our Annual Report on Form 10-KSB for the fiscal year ended March 31,
2004 that we filed on July 14, 2004.

      (2) our Quarterly Report on Form 10-QSB for the quarter ended June 30,
2004 that we filed on August 23, 2004.

      All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed documents which is deemed to be incorporated
by reference herein modifies or supersedes such earlier statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus or ANY prospectus
supplement.

      We will provide without charge to you, on written or oral request, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents, except for exhibits that are incorporated by
reference). You should direct any requests for documents to US Global Nanospace,
Inc., 2533 North Carson Street, Suite 5107, Carson City, Nevada 89706, telephone
(775)-841-3246.

                           FORWARD LOOKING STATEMENTS

      This prospectus contains forward-looking statements that involve risks and
uncertainties. These are statements regarding financial and operating
performance and results and other statements that are not historical facts. The
words "expect," "project," "estimate," "believe," "anticipate," "intend,"
"plan," "forecast," and similar expressions are intended to identify
forward-looking statements. Certain important risks could cause results to
differ materially from those anticipated by some of the forward-looking
statements. Some, but not all, of the risks that could cause actual results to
differ from those suggested by the forward-looking statements include those
included in the section of this prospectus titled "Risk Factors" as well as the
following:

      o     the loss of the services of any member of our management team and,
            in particular, the loss of the services of John Robinson, our
            Chairman and Chief Executive Officer;

      o     our ability to successfully market the products we have developed
            and to continue to develop products with demonstrated competitive
            advantages for the defense and homeland security markets;

                                       10
o     whether or not our products are able to compete successfully with
            products of other suppliers and whether or not some or all of our
            products are rendered obsolete by newer products;

      o     the implementation of any government regulation that could make it
            more difficult or more costly to bring our products to market;

      o     our ability to obtain financing as and when we need it; and

other factors, all of which are difficult to predict and many of which are
beyond our control.

      You are cautioned not to place undue reliance on these forward-looking
statements, which relate only to events as of the date on which the statements
are made. We undertake no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
You should refer to and carefully review the information in future documents we
file with the Securities and Exchange Commission.

              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

      As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
our Certificate of Incorporation includes a provision that eliminates the
personal liability of each of our directors for monetary damages for breach of
such director's fiduciary duty as a director, except for liability: (i) for any
breach of the director's duty of loyalty to us or our stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the director derived an
improper personal benefit.

      In addition, our Certificate of Incorporation and our bylaws provide that
we must, to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law, indemnify our directors, officers and employees, and persons
serving, at our request, in such capacities in other business enterprises
including, for example, our subsidiaries, including those circumstances in which
indemnification would otherwise be discretionary.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us for expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether our
indemnification is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of the issue by the court.

                                       11
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            (a) The Registrant incorporates by reference into this Registration
Statement its Annual Report on Form 10-KSB for the fiscal year ended March 31,
2004, filed by the Registrant with the Securities and Exchange Commission on
July 14, 2004, which contains audited financial statements for the most recent
fiscal year for which such statements have been filed.

            (b) The Registrant's authorized capital consists of 300,000,000
shares of common stock, par value $0.001 per share, and 10,000,000 shares of
preferred stock, par value $0.01 per share. Holders of shares of common stock
are entitled to one vote per share at all meetings of stockholders. Stockholders
are not permitted to cumulate votes in the election of directors. All shares of
common stock are equal to each other with respect to liquidation rights and
dividend rights. There are no preemptive rights to purchase any additional
shares of common stock. In the event of liquidation, dissolution or winding up
of the Registrant, holders of the common stock will be entitled to receive on a
pro rata basis all assets of the Registrant remaining after satisfaction of all
liabilities and preferences of the outstanding preferred stock, if any.

            (c) In addition to the above, all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

            Not applicable. The securities to be registered are registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware General Corporation Law") permits indemnification of officers and
directors as follows:

            (a) A corporation shall have power to indemnify any person who was
      or is a party or is threatened to be made a party to any threatened,
      pending or completed action, suit or proceeding, whether civil, criminal,
      administrative or investigative (other than an action by or in the right
      of the corporation) by reason of the fact that the person is or was a
      director, officer, employee or agent of the corporation, or is or was
      serving at the request of the corporation as a director, officer, employee
      or agent of another corporation, partnership, joint venture, trust or
      other enterprise, against expenses (including attorneys' fees), judgments,
      fines and amounts paid in settlement actually and reasonably incurred by
      the person in connection with such action, suit or proceeding if the
      person acted in good faith and in a manner the person reasonably believed
      to be in or not opposed to the best interests of the corporation, and,
      with respect to any criminal action or proceeding, had no reasonable cause
      to believe the person's conduct was unlawful. The termination of any
      action, suit or proceeding by judgment, order, settlement, conviction, or
      upon a plea of nolo contendere or its equivalent, shall not, of itself,
      create a presumption that the person did not act in good faith and in a
      manner which the person reasonably believed to be in or not opposed to the
      best interests of the corporation, and, with respect to any criminal
      action or proceeding, had reasonable cause to believe that the person's
      conduct was unlawful.

            (b) A corporation shall have power to indemnify any person who was
      or is a party or is threatened to be made a party to any threatened,
      pending or completed action or suit by or in the right of the corporation
      to procure a judgment in its favor by reason of the fact that the person
      is or was a director, officer, employee or agent of the corporation, or is
      or was serving at the request of the corporation as a director, officer,
      employee or agent of another corporation, partnership, joint venture,
      trust or other enterprise against expenses (including attorneys' fees)
      actually and reasonably incurred by the person in connection with the
      defense or settlement of such action or suit if the person acted in good
      faith and in a manner the person reasonably believed to be in or not
      opposed to the best interests of the corporation and except that no
      indemnification shall be made in respect of any claim, issue or matter as
      to which such person shall have been adjudged to be liable to the
      corporation unless and only to the extent that the Court of Chancery or
      the court in which such action or suit was brought shall determine upon
      application that, despite the adjudication of liability but in view of all
      the circumstances of the case, such person is fairly and reasonably
      entitled to indemnity for such expenses which the Court of Chancery or
      such other court shall deem proper.
(c) To the extent that a present or former director or officer of a
      corporation has been successful on the merits or otherwise in defense of
      any action, suit or proceeding referred to in subsections (a) and (b) of
      this section, or in defense of any claim, issue or matter therein, such
      person shall be indemnified against expenses (including attorneys' fees)
      actually and reasonably incurred by such person in connection therewith.

            (d) Any indemnification under subsections (a) and (b) of this
      section (unless ordered by a court) shall be made by the corporation only
      as authorized in the specific case upon a determination that
      indemnification of the present or former director, officer, employee or
      agent is proper in the circumstances because the person has met the
      applicable standard of conduct set forth in subsections (a) and (b) of
      this section. Such determination shall be made, with respect to a person
      who is a director or officer at the time of such determination, (1) by a
      majority vote of the directors who are not parties to such action, suit or
      proceeding, even though less than a quorum, or (2) by a committee of such
      directors designated by majority vote of such directors, even though less
      than a quorum, or (3) if there are no such directors, or if such directors
      so direct, by independent legal counsel in a written opinion, or (4) by
      the stockholders.

            (e) Expenses (including attorneys' fees) incurred by an officer or
      director in defending any civil, criminal, administrative or investigative
      action, suit or proceeding may be paid by the corporation in advance of
      the final disposition of such action, suit or proceeding upon receipt of
      an undertaking by or on behalf of such director or officer to repay such
      amount if it shall ultimately be determined that such person is not
      entitled to be indemnified by the corporation as authorized in this
      section. Such expenses (including attorneys' fees) incurred by former
      directors and officers or other employees and agents may be so paid upon
      such terms and conditions, if any, as the corporation deems appropriate.

            (f) The indemnification and advancement of expenses provided by, or
      granted pursuant to, the other subsections of this section shall not be
      deemed exclusive of any other rights to which those seeking
      indemnification or advancement of expenses may be entitled under any
      bylaw, agreement, vote of stockholders or disinterested directors or
      otherwise, both as to action in such person's official capacity and as to
      action in another capacity while holding such office.

            (g) A corporation shall have power to purchase and maintain
      insurance on behalf of any person who is or was a director, officer,
      employee or agent of the corporation, or is or was serving at the request
      of the corporation as a director, officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise against
      any liability asserted against such person and incurred by such person in
      any such capacity, or arising out of such person's status as such, whether
      or not the corporation would have the power to indemnify such person
      against such liability under this section.
(h) For purposes of this section, references to "the corporation"
      shall include, in addition to the resulting corporation, any constituent
      corporation (including any constituent of a constituent) absorbed in a
      consolidation or merger which, if its separate existence had continued,
      would have had power and authority to indemnify its directors, officers,
      and employees or agents, so that any person who is or was a director,
      officer, employee or agent of such constituent corporation, or is or was
      serving at the request of such constituent corporation as a director,
      officer, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise, shall stand in the same position under
      this section with respect to the resulting or surviving corporation as
      such person would have with respect to such constituent corporation if its
      separate existence had continued.

            (i) For purposes of this section, references to "other enterprises"
      shall include employee benefit plans; references to "fines" shall include
      any excise taxes assessed on a person with respect to any employee benefit
      plan; and references to "serving at the request of the corporation" shall
      include any service as a director, officer, employee or agent of the
      corporation which imposes duties on, or involves services by, such
      director, officer, employee or agent with respect to an employee benefit
      plan, its participants or beneficiaries; and a person who acted in good
      faith and in a manner such person reasonably believed to be in the
      interest of the participants and beneficiaries of an employee benefit plan
      shall be deemed to have acted in a manner "not opposed to the best
      interests of the corporation" as referred to in this section.

            (j) The indemnification and advancement of expenses provided by, or
      granted pursuant to, this section shall, unless otherwise provided when
      authorized or ratified, continue as to a person who has ceased to be a
      director, officer, employee or agent and shall inure to the benefit of the
      heirs, executors and administrators of such a person.

            (k) The Court of Chancery is hereby vested with exclusive
      jurisdiction to hear and determine all actions for advancement of expenses
      or indemnification brought under this section or under any bylaw,
      agreement, vote of stockholders or disinterested directors, or otherwise.
      The Court of Chancery may summarily determine a corporation's obligation
      to advance expenses (including attorneys' fees).

            Pursuant to Article Eighth of the Registrant's Amended and Restated
Certificate of Incorporation, no director is personally liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director. This provision does not eliminate or limit the liability of a director
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law under Section 174 of the
Delaware General Corporation Law or for any transaction from which such director
derived an improper personal benefit. If the Delaware General Corporation Law is
amended in the future eliminating or limiting the personal liability of
directors, then the liability of a director of the Registrant shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as amended.
Pursuant to Article Ninth of the Registrant's Amended and Restated
Certificate of Incorporation, the Registrant shall indemnify, in the manner and
to the fullest extent permitted by law, each person who was or is a party to, or
is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether or not by or in the right of the Registrant,
and whether civil, criminal, administrative, investigative or otherwise, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Registrant, or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. The
indemnification shall be made only as authorized in the specific case upon a
determination, in the manner provided by law, that indemnification of the
director, officer, employee or agent is proper under the circumstances. The
Registrant may, to the fullest extent permitted by law, purchase and maintain
insurance on behalf of any such person against any liability that may be
asserted against such person. As permitted by law, this indemnity shall include
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement and, in the manner provided by law, any such expense shall be paid by
the Registrant in advance of the final disposition of such action, suit or
proceeding. This indemnity does not limit the right of the Registrant to
indemnify any other person for any such expenses to the fullest extent permitted
by law, nor is it exclusive of any other rights to which any person seeking
indemnification from the Registrant may be entitled to under any agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office. This indemnity shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.

            Article VII of the Registrant's bylaws states that the Registrant
shall indemnify any person in accordance with Section 145 of the Delaware
General Corporation Law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

ITEM 8. EXHIBITS.

            5.    Opinion regarding legality (including consent)
            10.   US Global Nanospace, Inc. 2002 Amended and Restated 2002 Stock
                  Plan, as amended on June 2, 2004
            23.1  Consent of Grant Thornton LLP
            23.2  Consent of Grobstein, Horwath & Company LLP
ITEM 9. UNDERTAKINGS

            (a) The undersigned Registrant hereby undertakes (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; (2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

            (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) 0f the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this S-8 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carson City, State of Nevada on the 23rd day of
August 2004.

                                US GLOBAL NANOSPACE, INC.

                                By:/s/ John Robinson
                                   ---------------------------------------------
                                   John Robinson, Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

August 23, 2004

                                            /s/ John Robinson
                                            ---------------------------------
                                            John Robinson, Director and Chief
                                            Executive Officer

August 23, 2004

                                            /s/ Julie Seaman
                                            ---------------------------------
                                            Julie Seaman, Director and Chief
                                            Financial Officer