SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-QSB/A

            Amended Quarterly Report Under Section 13 or 15(d)
              of the Securities Exchange Act of 1934

                 For Quarter Ended June 30, 1996

                    Central Index Key # 856572
                Commission File Number:  33-31566

            ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
               (formerly Aerial Acquisitions Inc.)
       Exact Name of Registrant as Specified in its Charter

           Delaware                              77-0219055    
State or Other Jurisdiction of               IRS Employer Iden-
Incorporation or Organization                tification Number

10096 Sixth Street, Units M-P
Rancho Cucamonga, California                       91730  
Address of Principal Executive Offices            Zip Code

                         (909) 466-0081         
                  Registrant's Telephone Number,
                       Including Area Code

                               N/A                     
          Former Name, Former Address and Former Fiscal
                Year, if Changed Since Last Report

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes           No    X  

As of September 30, 1996, 10,002,739 shares of Common Stock; 8,138,813 Class A
and 8,138,813 Class B common stock purchase warrants were outstanding, taking
into account the fact that, in May, 1996, the Registrant prevailed on a legal
action that resulted in 511,656 shares of its common stock being required to
be returned to its treasury.

Transitional Small Business Disclosure Format: Yes        No    X 



 1.   Financial Statements.

     See attached.


                            SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amended Report to be signed on its behalf by
the undersigned thereunto duly authorized.

Date: December 9, 1996   ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
                         (formerly Aerial Acquisitions, Inc.)



                         By /s/ J.W. Rutherford      
                           J.W. Rutherford, President


                ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
                           BALANCE SHEETS


                                       June 30, 1996    December 31, 1995

ASSETS
Current Assets
     Cash                           $       216,765    $          5,785 
     Accounts receivable                     39,394               5,765    
     Inventories                            209,481             193,234 
     Prepaid expenses and other 
       current assets                             -                 850
                                    _______________    ________________ 
          Total Current Assets              465,640             205,634 


Property and Equipment
     Property and equipment, at cost        237,004             206,311 
     Less accumulated depreciation          182,890             167,978 
                                    _______________    ________________
          Total Property and Equipment       54,114              38,333 


Other Assets                                    850                   - 
                                    _______________    ________________
                                    $       520,604    $        243,967 
                                    _______________    ________________
                                    _______________    ________________




LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
     Accounts payable               $        34,480    $        134,961 
     Notes payable to stockholders 
       (Note 1)                           1,157,818             489,604 
     Note payable                                 -              10,000 

     Accrued interest                       103,583              96,553 
     Accrued payroll taxes                   27,955              34,634 
     Accrued expenses                       522,594             574,616 
                                    _______________    ________________
          Total Current Liabilities       1,846,430           1,340,368 


Stockholders' Deficit
     Preferred stock, $.0001 par value, 
       10,000,000 shares authorized, no 
       shares issued and outstanding              -                   - 
     Common stock, $.0001 par value, 
       500,000,000 shares authorized, 
       9,354,091 and 7,628,516 shares 
       issued and outstanding at June 30, 1996 
       and December 31, 1995, respectively      935                764 
     Common stock subscribed,  $.0001 par 
       value, 500 and 1,017,447 shares 
       to be issued at June 30, 1996 and 
       December 31, 1995, respectively            -                 101 
     Additional paid in capital           6,639,464           6,289,180 
     Accumulated deficit                 (7,966,225)         (7,386,446)
                                    ________________   _________________
          Total Stockholders' deficit    (1,325,826)         (1,096,401)
                                    ________________   _________________
                                    $       520,604    $        243,967 
                                    ________________   _________________
                                    ________________   _________________




                    ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
                             STATEMENTS OF OPERATIONS
                For the Six Months Ended June 30, 1996 and 1995




                                            1996              1995
Revenues
     Product sales                  $        69,160    $        50,355 
                                    _______________    _______________


Costs and expenses
     Cost of product sales                   47,626             36,762 
     Selling, general and administrative    556,836            548,921 
                                    _______________    _______________
          Total costs and expenses          604,462            585,683 


Other expense
     Interest expense                        44,477             20,458 
                                    _______________    _______________

          Net loss                  $      (579,779)   $      (555,786)
                                    _______________    _______________
                                    _______________    _______________




                      ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
                              STATEMENTS OF OPERATIONS
                 For the Three Months Ended June 30, 1996 and 1995




                                            1996              1995
Revenues
     Product sales                  $        44,397    $        23,668 
                                    _______________    _______________


Costs and expenses
     Cost of product sales                   28,688             18,210
     Selling, general and administrative    279,338            242,068
                                    _______________    _______________ 
          Total costs and expenses          308,026            260,278 


Other expense
     Interest expense                        34,123             11,466 
                                    _______________    _______________

          Net loss                  $      (297,752)   $      (248,076)
                                    _______________    _______________
                                    _______________    _______________




                ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
                  STATEMENT  OF STOCKHOLDERS' DEFICIT
                For the Six Months Ended June 30, 1996




                                                        Common
                               Common  Stock       Stock Subscribed 
                            Shares      Amount    Shares       Amount  


Balance at 
  January 1, 1996         7,628,516    $   764   1,017,447       $    101 

Shares issued or 
  subscribed for cash        45,000          4         500              - 

Shares issued for payment 
  on notes payable          561,359         56           -              - 

Shares issued for common 
  stock subscribed        1,075,197        107  (1,075,197)          (107)

Shares issued or 
  subscribed in lieu of 
  interest                   41,619          4       2,750              - 

Shares subscribed for 
  payment on notes payable        -          -      55,000              6 

Shares issued or subscribed 
  for services                2,400          - 

Net loss                          -          -           -              - 
                          _________  _________   _________      _________

Balance at June 30, 1996  9,354,091  $     935         500      $       -   
                          _________ __________   _________      _________
                          _________ __________   _________      _________

                                                                  Total
                                Paid - in     Accumulated     Stockholders'
                                 Capital       (Deficit)       (Deficit) 

Balance at January 1, 1996   $  6,189,180    $ (7,286,446)   $ (1,096,401)


Shares issued or subscribed 
  for cash                         20,696                          20,700 

Shares issued for payment 
  on notes payable                277,874                         277,930 

Shares issued for common 
  stock subscribed                      -                               - 

Shares issued or subscribed 
  in lieu of interest              23,020                          23,024 

Shares subscribed for payment 
  on notes payable                 27,494                          27,500 

Shares issued or subscribed 
  for services                      1,200                           1,200 

Net loss                                -        (579,779)       (579,779)
                             ____________    _____________   _____________

Balance at June 30, 1996     $  6,539,464    $ (7,866,225)   $ (1,325,826)
                             ____________    _____________   _____________
                             ____________    _____________   _____________




                   ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
                          STATEMENT OF CASH FLOW
                   For the Six Months Ended June 30, 1996



Cash flow from operating activities:
     Net loss                                            $     (579,779)
     Adjustments to reconcile net loss to net 
       cash used in operating activities:
          Depreciation                                           14,912 
          Consulting expense recorded upon issuance or
            subscription of common stock                          1,200 
          Interest expense accrued for issuance or 
            subscription of common stock                         23,024 
          Change in operating assets and liabilities
            Accounts receivable                                 (33,629)
            Inventories                                         (16,247)
            Accounts payable                                   (100,487)
            Accrued payroll taxes                                (6,679)
            Accrued interest                                      7,030 
            Accrued expenses                                    (52,022)
                                                         _______________

Net cash used in operating activities                          (742,677)
                                                         _______________

Cash flow from investing activities:
     Cash paid for property and equipment additions             (30,693)

                                                         _______________

Net cash provided by (used in) investing activities             (30,693)
                                                         _______________

Cash flow from financing activities:
     Proceeds from notes payable to stockholders                973,650 
     Payments on notes payable                                  (10,000)
     Proceeds from sale of common stock                          20,700 
                                                         _______________

Net cash provided by financing activities                       984,350 
                                                         _______________

Net (decrease) increase in cash                                 210,980 

Cash beginning of year                                            5,785 
                                                         _______________

Cash end of period                                       $      216,765 
                                                         _______________
                                                         _______________



                   ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
                           STATEMENT OF CASH FLOW
                   For the Six Months Ended June 30, 1996



Supplemental disclosure of cash flow information:
     Interest expense totaling $44,477 recorded during the six months ended    
       June 30, 1996 was comprised of cash payments in the amount of $14,428, 
       which includes $12,620 of cash payments on notes payable,  and interest 
       accrued on notes payable in the amount of $30,049.
     There was no cash paid during the six months ended June 30, 1996 for 
       income taxes.



Supplemental disclosure of noncash financing and investing activities:
     The Company repaid $305,436 of notes payable through the issuance or
       subscription of  616,359 shares of common stock during the six months 
       ended June 30, 1996.




                   ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
                      NOTES TO THE FINANCIAL STATEMENTS
                                June 30, 1996




Note 1 - Notes payable to stockholders
Of the $1,157,818 of notes payable to stockholders at June 30, 1996,
$1,042,318 of the notes payable to stockholders are convertible to units of
common stock at the option of the note holders over various dates through a
six month period ending December 31, 1996.