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): December 21, 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                         89706
                 Carson City, Nevada
       (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 if
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.

      On December 21, 2005, the Registrant entered into an Employment  Agreement
(the  "Agreement")  with Carl  Gruenler,  pursuant  to which Mr.  Gruenler  will
continue to serve as President and Chief  Executive  Officer for an initial term
commencing  on the date of the  Agreement  and ending on December 31, 2006.  The
Employment Agreement will be automatically renewed for successive periods of one
year after  December 31,  2006,  unless Mr.  Gruenler is  otherwise  notified in
writing  during  the  term.  The  discussion  below  is a brief  summary  of the
Employment Agreement, which is qualified in its entirety by the full text of the
Employment Agreement, a copy of which is attached as an exhibit to this report.

      Pursuant to the Agreement,  Mr. Gruenler will receive a salary at the rate
of $395,000 per year (the "Salary"), commencing as of October 1, 2005. Until the
Registrant  enters into a contract (or  contracts)  for the sale or licensing of
its products or provision of its services,  which  contract(s) must have a total
value of at least  $10  million,  or in the event the  Company  is  sufficiently
capitalized as determined by the Board of Directors,  the Salary will be paid in
registered shares of the Registrant's common stock, issued from the Registrant's
Amended and Restated 2002 Stock Plan (the "Plan") or any other  employee  equity
incentive plan the securities of which are registered on a Form S-8 registration
statement  filed with the SEC.  Once the  Registrant  has  received an executed,
legally  binding  contract  or  contracts  having a total  value of at least $10
million,  the  Registrant  will pay the salary in cash. On January 2, 2006,  the
Registrant  will also grant to Mr. Gruenler a stock bonus under Section 8 of the
Plan of 1,000,000 shares of common stock.

      In addition,  the  Registrant  agreed that it will  increase the number of
shares in the Plan, or alternatively adopt a new plan that will include at least
4,000,000  shares of common  stock,  and will register such shares on a Form S-8
registration  statement filed with the SEC as soon as  commercially  practicable
after the date of the Agreement.  On the date that the Registrant  increases the
number of shares in the Plan, or alternatively adopts a new plan, the Registrant
will grant to Mr.  Gruenler  an option to  purchase  4,000,000  shares of common
stock. The per share exercise price will be no less than 85% of the last trading
price of the common  stock on the date that the grant is made.  The option  will
have a term of seven years. The option will vest as follows: (i) upon completion
of the MAPSANDS technology and a government sponsored demonstration completed in
any country,  1,000,000 of the option  shares will vest;  (ii) upon receipt of a
purchase order accepted by the Registrant, or the execution by the Registrant of
an agreement,  for the MAPSANDS  technology or other  products,  which  purchase
order or  agreement  has a value to the  Registrant  of no less than $1 million,
500,000 of the option shares will vest;  (iii) upon receipt of a purchase  order
accepted by the Registrant,  or the execution by the Registrant of an agreement,
for the MAPSANDS technology or other products, which purchase order or agreement
has a value to the Registrant of no less than $5 million,  500,000 of the option
shares  will  vest;  (iv) upon  receipt  of a  purchase  order  accepted  by the
Registrant, or the execution by the Registrant of an agreement, for the MAPSANDS
technology or other  products,  which purchase order or agreement has a value to
the Company of no less than $10  million,  1,000,000  of the option  shares will
vest; (v) if, for two consecutive  quarters,  the Registrant shows positive cash
flow in its  quarterly  filings  with the SEC  without  further  dilution of its
common  stock  (with the  exception  of shares  issued  from the Plan or a newly
adopted equity incentive plan), 500,000 of the option shares will vest; and (vi)
if, for two consecutive  quarters,  the Registrant reports  profitability in its
quarterly filings with the SEC, 500,000 of the option shares will vest. However,
in the event of a corporate  transaction  such as a merger or acquisition of the
Registrant,  as described in Section 19.1 of the Plan, any portion of the option
that is unvested shall immediately vest.

      If the Registrant  terminates Mr. Gruenler's  employment without cause, or
in the event of a corporate  transaction  as  described  in Section  19.1 of the
Plan, prior to the expiration of the term of the Agreement,  the Registrant will
be obligated to pay to Mr. Gruenler the Salary for the remainder of the term.

      The Agreement  prohibits Mr.  Gruenler from  competing with the Registrant
during the term of the Agreement,  and for a period of one year  thereafter,  in
the United  States,  Saudi Arabia or any member  nation of the Gulf  Cooperation
Council.

      The Agreement  supersedes  and replaces all prior  agreements  between Mr.
Gruenler and the Registrant with regard to Mr. Gruenler's employment,  including
the letter  agreement  dated August 3, 2005 (the "Letter  Agreement"),  which is
described in the  Registrant's  Current Report on Form 8-K filed with the SEC on
August 4, 2005;  provided,  however,  that Mr. Gruenler will continue to receive
the restricted shares of common stock,  vesting on a monthly basis, as set forth
in the Letter Agreement.


<PAGE>

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

      On December 21, 2005 the sole director of the  Registrant  appointed  Carl
Gruenler to serve as Chairman of the Board of  Directors of the  Registrant,  in
accordance with the authority set forth in the Registrant's bylaws. Mr. Gruenler
will serve as a director  until his earlier death,  resignation  or removal,  or
until his successor is duly elected and  qualified,  and shall have the title of
Chairman of the Board of Directors as long as he remains a director or until the
Board of Directors elects otherwise.

      From 2003 to 2005, Mr.  Gruenler  served as Vice  President,  Government &
Force Protection Systems for American Technology Corporation,  a public company,
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.  Mr.  Gruenler has served as President  and
Chief Executive Officer of the Registrant since August 3, 2005.

      Mr.  Gruenler  is not a  director  of any  other  reporting  company.  Mr.
Gruenler does not have any family  relationship  with any director or officer of
the  Registrant,  or any  person  nominated  or chosen to become an  officer  or
director of the  Registrant.  During the past two years,  Mr. Gruenler was not a
party to any transaction  with the Registrant in which Mr. Gruenler had a direct
or indirect material interest.

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

            10.1              Employment  Agreement  with Carl Gruenler dated as
                              of December 21, 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: December 21, 2005
                                                  /s/ Carl Gruenler
                                         ---------------------------------------
                                         Carl Gruenler, Chief Executive Officer
{"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": "8-K", "act": "34", "file-number": "000-23339", "film-number": "051279830"}, "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"}]}
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): December 21, 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                         89706
                 Carson City, Nevada
       (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 if
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.

      On December 21, 2005, the Registrant entered into an Employment  Agreement
(the  "Agreement")  with Carl  Gruenler,  pursuant  to which Mr.  Gruenler  will
continue to serve as President and Chief  Executive  Officer for an initial term
commencing  on the date of the  Agreement  and ending on December 31, 2006.  The
Employment Agreement will be automatically renewed for successive periods of one
year after  December 31,  2006,  unless Mr.  Gruenler is  otherwise  notified in
writing  during  the  term.  The  discussion  below  is a brief  summary  of the
Employment Agreement, which is qualified in its entirety by the full text of the
Employment Agreement, a copy of which is attached as an exhibit to this report.

      Pursuant to the Agreement,  Mr. Gruenler will receive a salary at the rate
of $395,000 per year (the "Salary"), commencing as of October 1, 2005. Until the
Registrant  enters into a contract (or  contracts)  for the sale or licensing of
its products or provision of its services,  which  contract(s) must have a total
value of at least  $10  million,  or in the event the  Company  is  sufficiently
capitalized as determined by the Board of Directors,  the Salary will be paid in
registered shares of the Registrant's common stock, issued from the Registrant's
Amended and Restated 2002 Stock Plan (the "Plan") or any other  employee  equity
incentive plan the securities of which are registered on a Form S-8 registration
statement  filed with the SEC.  Once the  Registrant  has  received an executed,
legally  binding  contract  or  contracts  having a total  value of at least $10
million,  the  Registrant  will pay the salary in cash. On January 2, 2006,  the
Registrant  will also grant to Mr. Gruenler a stock bonus under Section 8 of the
Plan of 1,000,000 shares of common stock.

      In addition,  the  Registrant  agreed that it will  increase the number of
shares in the Plan, or alternatively adopt a new plan that will include at least
4,000,000  shares of common  stock,  and will register such shares on a Form S-8
registration  statement filed with the SEC as soon as  commercially  practicable
after the date of the Agreement.  On the date that the Registrant  increases the
number of shares in the Plan, or alternatively adopts a new plan, the Registrant
will grant to Mr.  Gruenler  an option to  purchase  4,000,000  shares of common
stock. The per share exercise price will be no less than 85% of the last trading
price of the common  stock on the date that the grant is made.  The option  will
have a term of seven years. The option will vest as follows: (i) upon completion
of the MAPSANDS technology and a government sponsored demonstration completed in
any country,  1,000,000 of the option  shares will vest;  (ii) upon receipt of a
purchase order accepted by the Registrant, or the execution by the Registrant of
an agreement,  for the MAPSANDS  technology or other  products,  which  purchase
order or  agreement  has a value to the  Registrant  of no less than $1 million,
500,000 of the option shares will vest;  (iii) upon receipt of a purchase  order
accepted by the Registrant,  or the execution by the Registrant of an agreement,
for the MAPSANDS technology or other products, which purchase order or agreement
has a value to the Registrant of no less than $5 million,  500,000 of the option
shares  will  vest;  (iv) upon  receipt  of a  purchase  order  accepted  by the
Registrant, or the execution by the Registrant of an agreement, for the MAPSANDS
technology or other  products,  which purchase order or agreement has a value to
the Company of no less than $10  million,  1,000,000  of the option  shares will
vest; (v) if, for two consecutive  quarters,  the Registrant shows positive cash
flow in its  quarterly  filings  with the SEC  without  further  dilution of its
common  stock  (with the  exception  of shares  issued  from the Plan or a newly
adopted equity incentive plan), 500,000 of the option shares will vest; and (vi)
if, for two consecutive  quarters,  the Registrant reports  profitability in its
quarterly filings with the SEC, 500,000 of the option shares will vest. However,
in the event of a corporate  transaction  such as a merger or acquisition of the
Registrant,  as described in Section 19.1 of the Plan, any portion of the option
that is unvested shall immediately vest.

      If the Registrant  terminates Mr. Gruenler's  employment without cause, or
in the event of a corporate  transaction  as  described  in Section  19.1 of the
Plan, prior to the expiration of the term of the Agreement,  the Registrant will
be obligated to pay to Mr. Gruenler the Salary for the remainder of the term.

      The Agreement  prohibits Mr.  Gruenler from  competing with the Registrant
during the term of the Agreement,  and for a period of one year  thereafter,  in
the United  States,  Saudi Arabia or any member  nation of the Gulf  Cooperation
Council.

      The Agreement  supersedes  and replaces all prior  agreements  between Mr.
Gruenler and the Registrant with regard to Mr. Gruenler's employment,  including
the letter  agreement  dated August 3, 2005 (the "Letter  Agreement"),  which is
described in the  Registrant's  Current Report on Form 8-K filed with the SEC on
August 4, 2005;  provided,  however,  that Mr. Gruenler will continue to receive
the restricted shares of common stock,  vesting on a monthly basis, as set forth
in the Letter Agreement.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

      On December 21, 2005 the sole director of the  Registrant  appointed  Carl
Gruenler to serve as Chairman of the Board of  Directors of the  Registrant,  in
accordance with the authority set forth in the Registrant's bylaws. Mr. Gruenler
will serve as a director  until his earlier death,  resignation  or removal,  or
until his successor is duly elected and  qualified,  and shall have the title of
Chairman of the Board of Directors as long as he remains a director or until the
Board of Directors elects otherwise.

      From 2003 to 2005, Mr.  Gruenler  served as Vice  President,  Government &
Force Protection Systems for American Technology Corporation,  a public company,
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.  Mr.  Gruenler has served as President  and
Chief Executive Officer of the Registrant since August 3, 2005.

      Mr.  Gruenler  is not a  director  of any  other  reporting  company.  Mr.
Gruenler does not have any family  relationship  with any director or officer of
the  Registrant,  or any  person  nominated  or chosen to become an  officer  or
director of the  Registrant.  During the past two years,  Mr. Gruenler was not a
party to any transaction  with the Registrant in which Mr. Gruenler had a direct
or indirect material interest.

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

            10.1              Employment  Agreement  with Carl Gruenler dated as
                              of December 21, 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: December 21, 2005
                                                  /s/ Carl Gruenler
                                         ---------------------------------------
                                         Carl Gruenler, Chief Executive Officer