UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 3, 2005

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

          Delaware                   000 - 23339               13-3720542
(State or other jurisdiction         (Commission             (IRS Employer
       of incorporation)             File Number)         Identification No.)

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

        Registrant's telephone number, including area code (775) 841-3246

--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the
      Securities Act (17 CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange
      Act (17 CFR 240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b)
      under the Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c)
      under the Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

      This Form 8-K and other  reports filed by US Global  Nanospace,  Inc. (the
"Registrant")  from time to time with the  Securities  and  Exchange  Commission
(collectively the "Filings")  contain forward looking statements and information
that are based upon  beliefs of, and  information  currently  available  to, the
Registrant's  management  as  well  as  estimates  and  assumptions  made by the
Registrant's  management.  When  used in the  Filings  the  words  "anticipate",
"believe",  "estimate",  "expect", "future", "intend", "plan" or the negative of
these terms and similar  expressions  as they  relate to the  Registrant  or the
Registrant's  management  identify forward looking  statements.  Such statements
reflect the current view of the Registrant with respect to future events and are
subject to risks,  uncertainties,  assumptions and other factors relating to the
Registrant's  industry,  operations and results of operations and any businesses
that may be  acquired  by the  Registrant.  Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual  results  may  differ  significantly  from those  anticipated,  believed,
estimated, expected, intended or planned.

Item 1.01 Entry into a Material Definitive Agreement.

      Reference  is made to the  disclosure  set forth  under  Item 5.02 of this
Current  Report  on  Form  8-K,  which  disclosure  is  incorporated  herein  by
reference.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

      On August 3, 2005, the Board of Directors of the  Registrant  approved the
issuance of 2,000,000  unregistered  shares of the Registrant's  common stock to
Mr. Carl Gruenler,  the Registrant's new President and Chief Executive  Officer,
subject to vesting as described in more detail in the disclosure set forth under
Item 5.02 of this Current Report on Form 8-K, which  disclosure is  incorporated
herein by reference.

         This transaction was made in reliance on the exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended, as a
transaction by an issuer not involving any public offering. The recipient of
securities in this transaction represented his intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof. The sale of these securities occurred without
general solicitation or advertising.

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers

      On August 3, 2005 the  Registrant  received  a letter  from John  Robinson
informing  the  Registrant  of Mr.  Robinson's  resignation  as Chief  Executive
Officer,  effective  immediately.  Mr.  Robinson's  resignation was not due to a
disagreement with the Registrant. Mr. Robinson remains the Chairman of the Board
of Directors of the Registrant.  Concurrent with Mr.  Robinson's  resignation on
August 3, 2005, the Registrant  entered into an agreement with Mr. Carl Gruenler
(the  "Agreement"),  pursuant to which Mr. Gruenler has become the  Registrant's
new  President  and Chief  Executive  Officer  on an at-will  employment  basis,
effective  immediately.   The  Registrant's  Board  of  Directors  approved  the
appointment of Mr. Gruenler to these positions on August 3, 2005.

      According to the Agreement,  the Registrant will not be obligated to pay a
cash salary to Mr.  Gruenler  until the  Registrant  receives and accepts a firm
commitment  that  will  require  payment  to  the  Registrant  of no  less  than
$10,000,000  (a  "Contract")  or  commences  paying a cash  salary to any of the
Registrant's  other officers on a going forward basis. Mr. Gruenler will receive
as  initial  compensation  2,000,000  restricted  shares of common  stock of the
Registrant (the "Shares"),  subject to vesting conditions as follows: 400,000 of
the Shares  will vest  immediately;  133,333 of the Shares will vest on the last
day of each month for 11 months  commencing  August 31, 2005;  and the remaining
133,337 of the Shares will vest on July 31, 2006.  All  unvested  Shares will be
cancelled  in the event of Mr.  Gruenler's  termination  for any reason prior to
July 31, 2006. In the event of a merger or  consolidation of the Registrant with
or into another company,  or the sale of  substantially  all of the Registrant's
assets,  all unvested Shares will vest immediately  prior to the consummation of
such transaction.  From and after the date the Registrant receives and accepts a
Contract,  or commences  paying a cash salary to any of the  Registrant's  other
officers on a going forward basis, Mr.  Gruenler's  starting cash salary will be
$16,667  per month.  Provided  Mr.  Gruenler's  employment  with the  Registrant
continues,  Mr.  Gruenler's  cash salary would be increased  after six months to
$20,833 per month. The Board of Directors,  in it sole discretion,  may grant an
annual  bonus to Mr.  Gruenler  of up to  1,000,000  shares of the  Registrant's
common stock.

      From 2003 to 2005, Mr.  Gruenler  served as Vice  President,  Government &
Force Protection Systems for American Technology Corporation  (NasdaqSC:  ATCO),
and assumed additional  responsibilities  as its Interim Chief Financial Officer
from November 2003 through June 2004.  From 1999 to 2003, Mr. Gruenler served as
Smart Wing Program  Manager for the Combat Patrol and  Reconnaissance  Wing Five
(CPRW-5) of the United States Navy.

Item 9.01  Financial Statements and Exhibits

      (a) Financial Statements of Businesses Acquired.

            Not applicable.

<PAGE>

      (b) Pro Forma Financial Information

            Not applicable.

      (c) Exhibits

            Exhibit No.      Description

            99.1             Press Release dated August 4, 2005

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                        US GLOBAL NANOSPACE, INC.
                                        (Registrant)


Date: August 4, 2005
                                        /s/ Carl Gruenler
                                        ----------------------------------------
                                        Carl Gruenler, Chief Executive Officer
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 3, 2005

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

          Delaware                   000 - 23339               13-3720542
(State or other jurisdiction         (Commission             (IRS Employer
       of incorporation)             File Number)         Identification No.)

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

        Registrant's telephone number, including area code (775) 841-3246

--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the
      Securities Act (17 CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange
      Act (17 CFR 240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b)
      under the Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c)
      under the Exchange Act (17 CFR 240.13e-4(c))
This Form 8-K and other  reports filed by US Global  Nanospace,  Inc. (the
"Registrant")  from time to time with the  Securities  and  Exchange  Commission
(collectively the "Filings")  contain forward looking statements and information
that are based upon  beliefs of, and  information  currently  available  to, the
Registrant's  management  as  well  as  estimates  and  assumptions  made by the
Registrant's  management.  When  used in the  Filings  the  words  "anticipate",
"believe",  "estimate",  "expect", "future", "intend", "plan" or the negative of
these terms and similar  expressions  as they  relate to the  Registrant  or the
Registrant's  management  identify forward looking  statements.  Such statements
reflect the current view of the Registrant with respect to future events and are
subject to risks,  uncertainties,  assumptions and other factors relating to the
Registrant's  industry,  operations and results of operations and any businesses
that may be  acquired  by the  Registrant.  Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual  results  may  differ  significantly  from those  anticipated,  believed,
estimated, expected, intended or planned.

Item 1.01 Entry into a Material Definitive Agreement.

      Reference  is made to the  disclosure  set forth  under  Item 5.02 of this
Current  Report  on  Form  8-K,  which  disclosure  is  incorporated  herein  by
reference.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

      On August 3, 2005, the Board of Directors of the  Registrant  approved the
issuance of 2,000,000  unregistered  shares of the Registrant's  common stock to
Mr. Carl Gruenler,  the Registrant's new President and Chief Executive  Officer,
subject to vesting as described in more detail in the disclosure set forth under
Item 5.02 of this Current Report on Form 8-K, which  disclosure is  incorporated
herein by reference.

         This transaction was made in reliance on the exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended, as a
transaction by an issuer not involving any public offering. The recipient of
securities in this transaction represented his intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof. The sale of these securities occurred without
general solicitation or advertising.

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers

      On August 3, 2005 the  Registrant  received  a letter  from John  Robinson
informing  the  Registrant  of Mr.  Robinson's  resignation  as Chief  Executive
Officer,  effective  immediately.  Mr.  Robinson's  resignation was not due to a
disagreement with the Registrant. Mr. Robinson remains the Chairman of the Board
of Directors of the Registrant.  Concurrent with Mr.  Robinson's  resignation on
August 3, 2005, the Registrant  entered into an agreement with Mr. Carl Gruenler
(the  "Agreement"),  pursuant to which Mr. Gruenler has become the  Registrant's
new  President  and Chief  Executive  Officer  on an at-will  employment  basis,
effective  immediately.   The  Registrant's  Board  of  Directors  approved  the
appointment of Mr. Gruenler to these positions on August 3, 2005.

      According to the Agreement,  the Registrant will not be obligated to pay a
cash salary to Mr.  Gruenler  until the  Registrant  receives and accepts a firm
commitment  that  will  require  payment  to  the  Registrant  of no  less  than
$10,000,000  (a  "Contract")  or  commences  paying a cash  salary to any of the
Registrant's  other officers on a going forward basis. Mr. Gruenler will receive
as  initial  compensation  2,000,000  restricted  shares of common  stock of the
Registrant (the "Shares"),  subject to vesting conditions as follows: 400,000 of
the Shares  will vest  immediately;  133,333 of the Shares will vest on the last
day of each month for 11 months  commencing  August 31, 2005;  and the remaining
133,337 of the Shares will vest on July 31, 2006.  All  unvested  Shares will be
cancelled  in the event of Mr.  Gruenler's  termination  for any reason prior to
July 31, 2006. In the event of a merger or  consolidation of the Registrant with
or into another company,  or the sale of  substantially  all of the Registrant's
assets,  all unvested Shares will vest immediately  prior to the consummation of
such transaction.  From and after the date the Registrant receives and accepts a
Contract,  or commences  paying a cash salary to any of the  Registrant's  other
officers on a going forward basis, Mr.  Gruenler's  starting cash salary will be
$16,667  per month.  Provided  Mr.  Gruenler's  employment  with the  Registrant
continues,  Mr.  Gruenler's  cash salary would be increased  after six months to
$20,833 per month. The Board of Directors,  in it sole discretion,  may grant an
annual  bonus to Mr.  Gruenler  of up to  1,000,000  shares of the  Registrant's
common stock.

      From 2003 to 2005, Mr.  Gruenler  served as Vice  President,  Government &
Force Protection Systems for American Technology Corporation  (NasdaqSC:  ATCO),
and assumed additional  responsibilities  as its Interim Chief Financial Officer
from November 2003 through June 2004.  From 1999 to 2003, Mr. Gruenler served as
Smart Wing Program  Manager for the Combat Patrol and  Reconnaissance  Wing Five
(CPRW-5) of the United States Navy.

Item 9.01  Financial Statements and Exhibits

      (a) Financial Statements of Businesses Acquired.

            Not applicable.
(b) Pro Forma Financial Information

            Not applicable.

      (c) Exhibits

            Exhibit No.      Description

            99.1             Press Release dated August 4, 2005

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        US GLOBAL NANOSPACE, INC.
                                        (Registrant)

Date: August 4, 2005
                                        /s/ Carl Gruenler
                                        ----------------------------------------
                                        Carl Gruenler, Chief Executive Officer