SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                         FORM 10-QSB/A-2

    Second 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      



                     PART II - OTHER INFORMATION

Item 5.   Other Information.

     The Registrant was formed on March 21, 1989, to evaluate,  structure and
complete a merger with, or acquisition of, other entities.  The Registrant
initially conducted organizational matters followed by the sale of 32,000,000
shares of common stock, to insiders, for a total of $3,200; and, the sale of
37,275,000 Units in a public offering, completed August 6, 1990, which raised
$372,750 in gross proceeds.  Each Unit consisted of one share of the
Registrant's no par value common stock, one (1) Class A common stock purchase
warrant and one (1) Class B common stock purchase warrant.  Originally, each
A Warrant entitled the holder to purchase, at a price of $.04, one share of
the Registrant's common stock during the two year period commencing February
6, 1990; and, each B Warrant entitled the holder to purchase one share of the
Registrant's common stock, at a price of $.07 per share, during the three year
period commencing February 6, 1990.  The Class A and Class B Warrants have
been extended to February 6, 1997 and 1998, respectively; and, due to a one
for one hundred (1:100) reverse split of the Registrant's outstanding
securities effected March 25, 1994, the exercise prices of the Class A and
Class B Warrants have been adjusted to $4.00 and $7.00, respectively.  The
Registrant has the right to redeem the A and B Warrants upon 30 days written
notice at a price of $.01 per Warrant.

     On August 24, 1990, the Registrant entered into an agreement to acquire
an approximately ninety-five percent (94.9%) ownership interest in Ultra
Shield Products International, Inc., a California corporation, of Rancho
Cucamonga, California ("USPIC").  The acquisition was effected through an
exchange of 132,397,000 (65.2%) of the Registrant's authorized, but unissued,
shares of common stock for 47,453,256 (94.9)% shares of the common stock of
USPIC, which shares were then owned by the individuals serving as the officers
and directors of USPIC at that time.  In accordance with the Registrant's
acquisition of USPIC, the Registrant subsequently changed its name to Ultra
Shield Products International, Inc., a Delaware corporation.

     Following the exchange of shares described above, it was the Registrant's
intent that it prepare a Form S-4 Registration Statement under the Securities
Act of 1933, as amended, for the purpose of attempting to complete the
Registrant's acquisition of all of the outstanding shares (100%) of USPIC in
exchange for an overall total of approximately 81% percent of the Registrant's
equity securities.

     On November 4, 1996, the Registrant's independent accountants, Corbin &
Wertz, resigned.  The principal accountant's report on the consolidated
financial statements for the past two fiscal years contained a modification as
to the uncertainty of the Registrant's ability to continue as a going concern
and a modification as to various other uncertainties.

   

     There were no disagreements between the Registrant and its independent
accountants (Corbin & Wertz) on any matter of accounting principles or
practices or financial statement disclosure for the two most recent fiscal
years and up until the time of their resignation on November 4, 1996.

     Pursuant to Board action, on December 18, 1996, the Registrant engaged
Singer, Lewak, Greenbaum & Goldstein, LLP, of Los Angeles, as its new
independent accounting firm.

    

Item 6.   Exhibits and Reports on Form 8-K.

   

     Letter from Corbin & Wertz dated January 13, 1997.

    


                            SIGNATURE

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

Date: January 15, 1997   ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
                         (formerly Aerial Acquisitions, Inc.)



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













**(Received by Registrant on January 14, 1997)

                          CORBIN & WERTZ
       Certified Public Accountants & Business Consultants
                    An Accountancy Corporation





                                          January 13, 1997



Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C.  20549

RE: Item 5 Disclosure



Dear Sir:

     We are in receipt of a draft of Item 5 - Other Information (see attached)
that is proposed to be filed in a September 30, 1996 10-QSB/A by Ultra Shield
Products International, Inc.  We have read the fourth and fifth paragraphs
therein and are in agreement with the statements contained in those two
paragraphs.



                                          /s/ Corbin & Wertz

                                          CORBIN & WERTZ



cc: J.W. Rutherford
    Chief Executive Officer







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