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 September 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    X      No       

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 




Item 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



                                    September 30, 1996      December 31, 1995

ASSETS
Current Assets
     Cash and cash equivalents      $       185,631         $         5,785 
     Accounts receivable                     20,440                   5,765 
     Receivable due from officers 
       and stockholders                      75,000                       - 
     Inventories                            275,995                 193,234 
     Prepaid expenses and other 
       current assets                        98,460                     850 
                                    _______________         _______________
          Total Current Assets              655,526                 205,634


Property and Equipment
     Property and equipment, at cost        345,838                 206,311 
     Less accumulated depreciation          192,821                 167,978 
                                    _______________         _______________
          Total Property and Equipment      153,017                  38,333


Other Assets
     Deposits                                   850                       - 
     Bonds - U.S. Treasury and Municipal    350,000                       - 
                                    _______________         _______________
          Total Other Assets                350,850                       - 
                                    _______________         _______________
                                    $     1,159,393         $       243,967 
                                    _______________         _______________
                                    _______________         _______________


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
     Accounts payable               $        82,026         $       134,961 
     Notes payable to stockholders 
       (Note 2)                           1,706,718                 489,604 
     Note payable                                 -                  10,000 
     Accrued interest                       122,066                  96,553 
     Accrued payroll taxes                    7,052                  34,634 
     Accrued expenses                       455,669                 574,616 
                                    _______________         _______________
          Total Current Liabilities       2,373,531               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, 
       10,514,395 and 7,628,516 shares 
       issued and outstanding at 
       September 30, 1996 and 
       December 31, 1995, respectively        1,052                     764 
     Common stock subscribed,  $.0001 
       par value, 30,000 and 1,017,447 
       shares to be issued at 
       September 30, 1996 and 
       December 31, 1995, respectively            3                     101 
     Additional paid in capital           7,139,003               6,289,180 
     Accumulated deficit                 (8,354,196)             (7,386,446)
                                    _______________         _______________
          Total Stockholders' deficit    (1,214,138)             (1,096,401)
                                    _______________         _______________
                                    $     1,159,393         $       243,967 
                                    _______________         _______________
                                    _______________         _______________




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




                                         1996                   1995

Revenues
     Product sales                  $       114,398         $        70,687 
                                    _______________         _______________

Costs and expenses
     Cost of product sales                   64,515                  50,489 
     Selling, general and 
       administrative (Note 1)            1,035,053                 759,076 
                                    _______________         _______________
          Total costs and expenses        1,099,568                 809,565


Other expense
     Interest expense                        82,580                  34,488 
                                    _______________         _______________


          Net loss                  $    (1,067,750)        $      (773,366)
                                    _______________         _______________
                                    _______________         _______________




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




                                         1996                   1995


Revenues
     Product sales                  $        45,238         $        20,332 
                                    _______________         _______________


Costs and expenses
     Cost of product sales                   27,832                  13,727 
     Selling, general and 
       administrative  (Note 1)             467,274                 210,155 
                                    _______________         _______________
          Total costs and expenses          495,106                 223,882


Other expense
     Interest expense                        38,103                  14,030 
                                    _______________         _______________


          Net loss                  $      (487,971)        $      (217,580)
                                    _______________         _______________
                                    _______________         _______________




                     ULTRA SHIELD PRODUCT INTERNATIONAL, INC.
                       STATEMENT  OF STOCKHOLDERS' DEFICIT
                  For the Nine Months Ended September 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        185,500          18      30,500              3 

Shares issued for payment 
  on notes payable         1,416,889         142           -              - 

Shares issued for common 
  stock subscribed         1,075,697         107  (1,075,697)          (107)

Shares issued or subscribed 
  in lieu of interest         77,393           8       2,750              - 

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

Shares issued or subscribed 
  for services                30,400           3           -              - 

Shares issued for debt 
  relief                     100,000          10 

Net loss                           -           -           -              - 
                           _________   _________   _________      _________

Balance at 
  September 30, 1996      10,514,395   $   1,052      30,000      $       3 
                          __________   _________   _________      _________
                          __________   _________   _________      _________


                                                                 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                        88,879                           88,900 

Shares issued for payment 
  on notes payable               717,339                          717,481 

Shares issued for common 
  stock subscribed                                                      - 

Shares issued or subscribed 
  in lieu of interest             40,924                           40,932 

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

Shares issued or subscribed 
  for services                    25,197                           25,200 

Shares issued for debt relief     49,990                           50,000 

Net loss                               -       (1,067,750)     (1,067,750)
                           _____________    _____________   _____________

Balance at 
  September 30, 1996       $   7,139,003    $  (8,354,196)  $  (1,214,138)
                           _____________    _____________   _____________
                           _____________    _____________   _____________




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




Cash flow from operating activities:
     Net loss                                           $     (1,067,750)
     Adjustments to reconcile net loss to net cash 
       used in operating activities:
          Depreciation                                            24,843 
          Consulting expense recorded upon issuance or
            subscription of common stock                          25,200 
          Interest expense accrued for issuance or
            subscription of common stock                          40,932 
          Change in operating assets and liabilities
            Accounts receivable                                  (14,675)
            Inventories                                          (82,761)
            Prepaid expenses and other assets                    (98,460)
            Accounts payable                                     (52,935)
            Accrued payroll taxes                                (27,582)
            Accrued interest                                      25,513 
            Accrued expenses                                     (68,947)
                                                        ________________


Net cash used in operating activities                         (1,296,622)
                                                        ________________


Cash flow from investing activities:
     Cash paid for property and equipment additions             (139,527)
     Increase in notes receivable from officers and
       stockholders                                              (75,000)
     Increase in U.S. Treasury and Municipal Bonds              (350,000)
                                                        ________________


Net cash provided by (used in) investing activities             (564,527)
                                                        ________________


Cash flow from financing activities:
     Proceeds from notes payable to stockholders               1,966,600 
     Payments on notes payable                                   (14,505)
     Proceeds from sale of common stock                           88,900 
                                                        ________________


Net cash provided by financing activities                      2,040,995 
                                                        ________________


Net (decrease) increase in cash                                  179,846 


Cash beginning of year                                             5,785 
                                                        ________________


Cash and cash equivalents end of period                 $        185,631 
                                                        ________________
                                                        ________________




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




Supplemental disclosure of cash flow information:
     Interest expense totaling $82,580 recorded during the nine months ended 
       September 30, 1996 was comprised of cash payments in the amount of 
       $15,890, which includes $12,620 of cash payments on notes payable,  and 
       interest accrued on notes payable in the amount of $66,690.
     There was no cash paid during the nine months ended September 30, 1996 
       for income taxes.




Supplemental disclosure of noncash financing and investing activities:
     The Company repaid $744,981 of notes payable through the issuance or 
       subscription of  1,471,889 shares of common stock during the nine 
       months ended September 30, 1996.


     The Company repaid $50,000 of other debt through the issuance of 100,000 
       shares of common stock during the nine months ended September 30, 1996.




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




Note 1 - Selling, general and administrative expense
For the three months and the nine months ended September 30, 1996, selling,
general and administrative expenses include non-reoccurring expenditures
totaling $100,756 for legal and accounting fees related to SEC filings and
recovery of stock certificates.



Note 2 - Notes payable to stockholders
Of the $1,706,718 of notes payable to stockholders at September 30, 1996,
$1,591,218 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 March 31, 1997.