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

                                  FORM 10-QSB/A

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

               For the quarterly period ended: September 30, 2004

                                       OR

     [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission file number: 000-23339


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

                 Delaware                                 13-3720542
    (State or other jurisdiction of                   (I.R.S. Employer
     Incorporation or organization)                  Identification No.)


                      2533 North Carson Street, Suite 5107
                            Carson City, Nevada 89706

                    (Address of principal executive offices)

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


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 [_]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 31, 2005 the issuer
had 109,371,674 shares of Common Stock issued and outstanding.

Transitional Small Business Disclosure Format (Check one):    Yes [_] No [X]

<PAGE>

This amendment to the Quarterly Report on Form 10-QSB of US Global Nanospace,
Inc. for the quarter ended September 30, 2004 is being filed solely for the
purpose of amending certain disclosure relating to the Development and License
Agreement entered into on August 13, 2004, portions of which are subject to a
confidential treatment request. The revised disclosure appears in Part 1 - Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations. The first paragraph under the section titled RESULTS OF OPERATIONS -
QUARTER ENDED SEPTEMBER 30, 2004 AS COMPARED TO THE QUARTER ENDED SEPTEMBER 30,
2003 which states:

         Our revenues from operations for the quarter ended September 30, 2004
         were $305,121 as compared to revenues of $72,505 for the quarter ended
         September 30, 2003. This significant increase in revenues is
         attributable to revenues generated under the Kidde Agreement with
         respect to our All-Clear(TM) product and an increase in sales of our
         other products. Our cost of revenues from operations for the quarter
         ended September 30, 2004 was $32,387 as compared to cost of revenues of
         $19,918 from the quarter ended September 30, 2003.

is hereby deleted and is replaced with the following:

         Our revenues from operations for the quarter ended September 30, 2004
         were $305,121 as compared to revenues of $72,505 for the quarter ended
         September 30, 2003. This significant increase in revenues is
         attributable to revenues generated under the Development and License
         Agreement we entered into with Kidde Fire Fighting Inc. on August 13,
         2004, pursuant to which we agreed with Kidde to develop, produce,
         market and commercialize decontaminant foam products. This agreement
         required Kidde to pay us a license fee in the amount of $100,000 and a
         fee in the amount of $100,000 in consideration for the assignment of
         the trademark, "All-Clear(R)". These fees were paid in two equal
         installments. As required by the agreement, the first installment was
         paid in August 2004 and the second installment was paid in November
         2004. Pursuant to the agreement, we are responsible for formulating
         existing products and Kidde is responsible for developing manufacturing
         processes relating to the existing products. The term of the agreement
         began on August 13, 2004 and will continue until the later of 10 years
         or the date on which the manufacture, use or sale of any product
         developed pursuant to the agreement would no longer infringe a valid
         claim of patent rights (if any exist) held by us, alone, or with Kidde.
         If a competitor develops a similar product that eliminates the
         possibility that the product we developed can compete with such
         product, we and Kidde will mutually terminate the agreement over a six
         month period. The product has been developed and tested and is being
         marketed internationally to foreign governments, militaries and
         companies and has been presented to the U.S. Department of Homeland
         Security and the U.S. Department of Defense. Before the product can be
         marketed and sold in the United States other than to the U.S.
         Department of Defense, an application for registration of the product
         must be submitted to the EPA. All anticipated efficacy testing has been
         completed and the product is undergoing toxicity testing to support
         this application. Once the application is formally submitted, which
         should occur after toxicity testing is complete, we believe that it
         could take at least eight months to receive approval of the labeling
         for use on the product and final EPA registration. If Kidde is able to
         successfully market the product, we would earn royalties on the number
         of products sold in a Kidde fiscal year, as defined in the agreement.
         The royalties are computed on the number of products sold and do not
         include reductions for expenses associated with the production,
         marketing and sale of the product. To date, we have earned no royalties
         from this agreement. Our cost of revenues from operations for the
         quarter ended September 30, 2004 was $32,387 as compared to cost of
         revenues of $19,918 from the quarter ended September 30, 2003.

<PAGE>

         US Global Nanospace, Inc. also revises this Quarterly Report on Form
10-QSB to reincorporate the Development and License Agreement from the amendment
to Current Report on Form 8-K filed on June 1, 2005.

ITEM 6.  EXHIBITS

Exhibits

Exhibit 10.35   Development and License Agreement between the Company and Kidde
                Fire Fighting, Inc. dated August 13, 2004.  The Company has
                omitted certain portions of this exhibit pursuant to a request
                for confidential treatment.  The omitted material has been filed
                separately with the Securities and Exchange Commission. (1)

Exhibit 31.1    Certification by Chief Executive Officer

Exhibit 31.2    Certification by Chief Financial Officer

Exhibit 32.1    Certification pursuant to 18 U.S.C. section 1350

(1) Incorporated by reference from the Company's Current Report on Form 8-K/A
filed with the Securities and Exchange Commission on June 1, 2005.

<PAGE>

                                   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 thereunto duly authorized.

                            US GLOBAL NANOSPACE, INC.



                                     By: /s/ John Robinson
                                        ----------------------------------------
Date:  June 1, 2005                     John Robinson, Chief Executive Officer




                                     By: /s/ Julie Seaman
                                        ----------------------------------------
Date:  June 1, 2005                     Julie Seaman, Chief Financial Officer