<PAGE>

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

                                   FORM 10-QSB

(Mark One)

/X/    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                 For the fiscal quarter ended December 31, 2002

                                       OR

/ /    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

              For the transition period from ________ to _________

                       Commission file number   000-23339

                            US GLOBAL AEROSPACE, INC.
                 (Name of small business issuer in its charter)

          DELAWARE                                  13-3720542
(State or other jurisdiction of          (IRS Employer Identification No.)
 incorporation or organization)

               2533 North Carson Street, Carson City, Nevada 89706
                           (principal mailing address)

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

                       Caring Products International, Inc.
    (Former name, former address and former fiscal year, if changed since last
                                     report)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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
                                                                            ---

Issuers involved in bankruptcy proceedings during the past five years:

     Not applicable.

Applicable only to corporate issuers:

As of February 12, 2002 the Company had 24,973,878 shares of its $0.01 par
value common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):
Yes ___  No   X
             ---

<PAGE>

PART I:   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


                            US Global Aerospace, Inc.
                          (A development stage company)
                                  BALANCE SHEET
                                December 31, 2002
                                   (Unaudited)



                                     ASSETS

CURRENT ASSETS


Cash                                                             $     8,685
Accounts receivable                                                   10,000
                                                                 ------------

       Total current assets                                           18,685
                                                                 ------------

         Total assets                                            $    18,685
                                                                 ============


                    LIABILITIES AND STOCKHOLDERS' DEFICIT

  CURRENT LIABILITIES
    Accounts payable                                             $   246,824
    Related party payable                                            154,363
    Loans payable                                                  1,387,876
                                                                 ------------

      Total current liabilities                                    1,789,063

  COMMITMENTS                                                              -

  STOCKHOLDERS' DEFICIT
    Common stock authorized, 100,000,000 shares $.001 par value       24,787
    Additional paid-in capital                                     7,855,502
    Deferred compensation and services                            (4,517,498)
    Accumulated development stage deficit                         (5,133,169)
                                                                 ------------

      Total stockholders' deficit                                 (1,770,378)
                                                                 ------------

                                                                 $    18,685
                                                                 ============


The accompanying notes are an integral part of these financial statements.


<PAGE>
                            US Global Aerospace, Inc.
                          (A development stage company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                        Cumulative
                                                                  results of operations
                                                                      from March 20, 2002
                                         Three months    Nine months (date of inception)
                                             ended         ended         through
                                         December 31,   December 31,    December 31,
                                              2002          2002           2002
                                          ------------  ------------   ------------
<S>                                            <C>           <C>            <C>
OPERATING EXPENSES
   Research and development               $   167,265   $ 1,148,516   $ 1,148,516
   General and administrative
     Non-cash compensation and services       850,679     2,228,792     2,228,792
     Other                                    765,333     2,276,930     2,284,982
                                          ------------  ------------  ------------
     Total operating expenses               1,783,277     5,654,238     5,662,290
                                          ------------  ------------  ------------

     Operating loss                        (1,783,277)   (5,654,238)   (5,662,290)

OTHER INCOME (EXPENSE)
   Debt restructure                           612,519       612,519       612,519
   Other income                                10,045        10,045        10,045
   Other expense                              (92,697)      (93,443)      (93,443)
                                          ------------  ------------  ------------

    Total other income (expense)              529,867       529,121       529,121
                                          ------------  ------------  ------------

    NET LOSS                              $(1,253,410)  $(5,125,117)  $(5,133,169)
                                          ============  ============  ============

    Net loss per share, basic and diluted $     (0.07)  $     (0.23)  $     (0.23)
                                          ============  ============  ============

</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>
                            US Global Aerospace, Inc.
                          (A development stage company)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
            From inception (March 20, 2002) through December 31, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                              Accumulated
                                                                              Additional    Deferred    Development      Total
                                                         Common Stock         Paid-in    Compensation      Stage      Stockholders'
                                                       Shares      Amount     Capital     and Services     Deficit      Deficit
                                                     -----------  --------  -----------  --------------  ----------- --------------
<S>                                                  <C>          <C>       <C>          <C>             <C>
Balance at inception (March 20, 2002)                         -   $     -   $        -   $           -   $         -   $       -

Issuance of common stock on March 20, 2002            5,000,000     5,000            -               -             -       5,000
To founder for cash

Exchange of common stock of USDR Global              (5,000,000)   (5,000)           -               -             -      (5,000)
Aerospace, Ltd. for CPI common stock

Issuance of CPI common stock in conjunction          20,120,719    20,121      (15,121)              -             -       5,000
with share exchange with USDR Global Aerospace, Ltd.

Net loss for the period                                       -         -            -               -        (8,052)     (8,052)
                                                     -----------  --------  -----------  --------------  ------------  ------------

Balance at March 31, 2002                            20,120,719    20,121      (15,121)              -        (8,052)     (3,052)

Issuance of common stock on May 16, 2002              1,812,500     1,813    6,341,937      (6,343,750)            -           -
in conjunction with consulting agreements

Net assets acquired in share exchange agreement               -         -          446               -             -         446
on May 17, 2002

Issuance of common stock on July 23, 2002                70,162        70      140,254               -             -     140,324
in consideration for legal services

Issuance of common stock on August 22, 2002              70,546        71       75,413               -             -      75,484
in consideration for legal and consulting services

Issuance of common stock on September 17, 2002          116,404       116       55,758               -             -      55,874
in consideration for legal services

Issuance of common stock on September 24, 2002          562,500       563      308,812        (309,375)            -           -
in consideration for consulting services

Issuance of common stock on September 25, 2002          211,963       212      126,966               -             -     127,178
in consideration for legal services

Issuance of common stock on September 30, 2002           50,000        50       29,950               -             -      30,000
in consideration for professional services

Issuance of common stock on October 23, 2002,            15,000        15        6,135               -             -       6,150
in consideration for professional services

Issuance of common stock on November 11, 2002,          183,333       183       54,817               -             -      55,000
in consideration for legal services

Issuance of common stock on November 19, 2002,        1,387,976     1,388      650,961               -             -     652,349
in settlement of outstanding notes payable

Issuance of common stock on November 19, 2002,           29,332        29       13,757               -             -      13,786
in consideration for professional services

Issuance of common stock on December 27, 2002,          156,127       156       65,417               -             -      65,573
in consideration for legal services

Amortization of deferred compensation and services            -         -            -       2,135,627             -    2,135,627

Net loss for the period                                       -         -            -               -    (5,125,117)  (5,125,117)
                                                     -----------  --------  -----------  --------------  ------------ ------------
Balance at December 31, 2002                         24,786,562   $24,787   $7,855,502   $  (4,517,498)  $(5,133,169) $(1,770,378)
                                                     ===========  ========  ===========  ==============  ============ ============

</TABLE>

The accompanying notes are an integral part of this financial statement.
<PAGE>
                            US Global Aerospace, Inc.
                          (A development stage company)
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                                        Cumulative
                                                                                   results of operations
                                                                                    from March 20, 2002
                                                                 Nine months        (date of inception)
                                                               ended December 31,   through December 31,
                                                                     2002                  2002
                                                              -------------------  ----------------------
<S>                                                                  <C>                     <C>

 Increase (Decrease) in Cash

 CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                       $ (5,125,117)           $ (5,133,169)
     Adjustments to reconcile net loss to net
          cash used in operating activities
         Common stock issued for services                              2,228,792               2,228,792
         Forgiveness of loans and accounts payable                      (612,519)               (612,519)
         Changes in assets and liabilities
           Accounts receivable                                           (10,000)                (10,000)
           Accrued interest                                               63,985                  63,985
           Accounts payable                                              713,356                 721,408
           Related party payable                                         154,363                 154,363
                                                              -------------------  ----------------------

               Net cash used in operating activities                  (2,587,140)             (2,587,140)
                                                              -------------------  ----------------------

 CASH FLOWS FROM INVESTING ACTIVITIES
     Cash acquired in conjunction with share exchange agreement            2,946                   2,946
                                                              -------------------  ----------------------

               Net cash provided by investing activities                   2,946                   2,946
                                                              -------------------  ----------------------

 CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of common stock                                    -                   5,000
     Proceeds from loan payable                                        1,280,000               1,280,000
     Proceeds from lines of credit                                     1,307,879               1,307,879
                                                              -------------------  ----------------------

               Net cash provided by financing activities               2,587,879               2,592,879
                                                              -------------------  ----------------------

 Net increase in cash                                                      3,685                   8,685

 Cash at beginning of period                                               5,000                       -
                                                              -------------------  ----------------------

 Cash at end of period                                                   $ 8,685                 $ 8,685
                                                              ===================  ======================

 NON-CASH INVESTING AND FINANCING ACTIVITIES
     Accounts payable acquired in conjunction with share
     exchange agreement                                        $          2,500     $              2,500
                                                              ===================  ======================
     Common stock issued in exchange for accounts payable      $        476,204     $            476,204
                                                              ===================  ======================
     Common stock issued in exchange for loans payable
     and accrued interest                                     $         652,349     $            652,349
                                                              ===================  ======================

</TABLE>

    The accompanying notes are an integral part of these financial statements.



<PAGE>

                            US Global Aerospace, Inc.
                          (A development stage company)

                          NOTES TO FINANCIAL STATEMENTS



NOTE 1.     FINANCIAL STATEMENTS

The unaudited financial statements of US Global Aerospace, Inc. (the Company)
have been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations.  The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the entire fiscal year ending March 31, 2003.  The
accompanying unaudited financial statements and related notes should be read in
conjunction with the audited financial statements and the Form 10-KSB of the
Company for its fiscal year ended March 31, 2002 and the Form 8-K filed on May
30, 2002.

Effective September 26, 2002, the Company changed its name from Caring Products
International, Inc. to US Global Aerospace, Inc.  On December 31, 2002, the
Company completed a merger of its wholly owned subsidiary, USDR Global
Aerospace, Ltd. with and into the Company.


NOTE 2.     SHARE EXCHANGE AGREEMENT

On May 17, 2002, US Global Aerospace, Inc. (US Global) consummated a share
exchange agreement with USDR Global Aerospace, Ltd., (USDRGA) and the
shareholders of USDRGA.  USDRGA had 5,000,000 common shares issued and
outstanding at the merger date.  The agreement called for the exchanging of 4
shares of US Global's common stock for each share of USDRGA's common stock.
Accordingly, US Global issued 20,000,000 shares of its common stock in the
exchange.  The issuance of shares resulted in a change in control of US Global
and USDRGA is the accounting acquirer.  In conjunction with the merger, US
Global's officers and directors resigned and new officers and directors of
USDRGA were elected.

<PAGE>

NOTE 3.     BASIS OF PRESENTATION

The share exchange transaction resulted in the owners and management of USDRGA
having effective operating control of the combined entity.  Under accounting
principles generally accepted in the United States of America, the share
exchange is considered to be a capital transaction in substance, rather than a
business combination.  That is, the share exchange is equivalent to the issuance
of stock by USDRGA for the net monetary assets of US Global Aerospace, Inc. (US
Global fka Caring Products International) accompanied by a recapitalization, and
is accounted for as a change in capital structure. Accordingly, the accounting
for the share exchange is identical to that resulting from a reverse
acquisition, except that no goodwill is recorded. Under reverse takeover
accounting, the post-reverse-acquisition financial statements of the "legal
acquirer" US Global, are those of the "legal acquiree" (USDRGA), (i.e. the
accounting acquirer).

Accordingly, the financial statements of US Global as of and for the period
ended December 31, 2002, are the historical financial statements of USDRGA.
USDRGA was incorporated in the state of Delaware on March 20, 2002.  All
references to common stock have been retroactively restated to reflect the share
exchange and recapitalization of the Company.  In conjunction with the share
exchange and recapitalization, the Company recorded net assets of US Global
totaling $446, which included cash of $2,946 and payables of $2,500.


NOTE 4.     INTELLECTUAL PROPERTY ASSIGNMENT AND ROYALTY AGREEMENT

On May 14, 2002, USDR Aerospace, Ltd. (Aerospace) entered into an agreement with
the Company to assign certain of its Intellectual Property to the Company for
consideration of $10, and a promise to pay a royalty of 3.5% on all of the
Company's sales until Aerospace has received a total of $15 million and a
royalty of 1% of all of the Company's sales thereafter until all patent rights
of the Intellectual Property have expired.

The intellectual property rights relate to a proprietary cockpit security door
for airplane flight decks, known as the Guardian (TM) Anti-Ballistic Panel
Cockpit Security Door, which was developed to comply with the recently adopted
regulations promulgated by the Federal Aviation Administration. These
regulations require all commercial aircraft operating within the U.S. to install
a reinforced cockpit door by April 9, 2003.


NOTE 5.     GOING CONCERN

The Company is a development stage enterprise as defined under Statement of
Financial Accounting Standards No. 7. The Company is devoting its present
efforts into the development of the Guardian (TM) Door and a broad range of
applications based upon its proprietary nano-denier G-Lam (TM) ultra light
weight anti-ballistic material. Accordingly, no operating revenues have been
generated. Upon the completion of the development of such products, the Company
intends to market and sell to the aerospace and defense industries. In September
2002, the Company obtained a loan from a bank for amounts up to $1 million and
an additional bank loan for $400,000 in December 2002. In addition, the Company
has received $1,280,000 in loans since inception from third parties and an
existing shareholder. The Company intends to finance operations through
operating revenues to support its ongoing operations. If the Company is not able
to finance its operations through operating revenues in the near term, it plans


<PAGE>
to raise $10 million through the sale of its common stock; however, there can be
no assurances that the Company will have the ability to raise such funds. The
Company's continued existence as a going concern is ultimately dependent upon
its ability to secure funding for completion and marketing of the Guardian (TM)
Door and other products using the anti-ballistic material and the success of its
future operations.


NOTE 6.     RELATED PARTY PAYABLE

The Chairman and CEO of the Company controls Aerospace, which has licensed the
intellectual property to the Company as described in note 4. Aerospace has
provided employees and product development services to the Company. For the nine
months ended December 31, 2002, Aerospace has provided such services totaling
approximately $2,613,000 for which the Company currently owes Aerospace $154,363
as of December 31, 2002. As of January 1, 2003, the Company will employ 25
individuals previously employed through Aerospace.  Aerospace will continue to
provide office and lab space and supplies to the Company.


NOTE 7.     STOCKHOLDER LOAN PAYABLE AND OTHER LOANS PAYABLE

At December 31, 2002, the Company has received loan advances from an existing
shareholder totaling $920,000.  In November 2002, the Company entered into a
settlement agreement resulting in the issuance 1,002,772 shares of restricted
common stock for the repayment of $475,000 in principal and $26,386 in accrued
interest of the outstanding advances and the remaining payable of $445,000 was
forgiven and recognized as debt restructure income in the statement of
operations for the period ended December 31, 2002.

In addition, the shareholder arranged a loan transaction pursuant to which the
Company received $360,000 from third-party lenders.  In November 2002, the
Company entered into a settlement agreement resulting in the issuance of 385,204
shares of restricted common stock for the repayment of $185,000 in outstanding
principal and $7,146 in accrued interest of the outstanding loan advances.
Additionally, a total of $125,000 in advances was forgiven and recognized as
debt restructure income in the statement of operations for the period ended
December 31, 2002. In connection with this transaction, the shareholder pledged
250,000 shares of the Company's common stock as security for the loan, which
shares were ultimately released from escrow to the lenders in connection with
the settlement agreement. The Company has a remaining outstanding loan payable
of $50,000 as of December 31, 2002. The Company does not have a loan agreement
for the outstanding balance as of December 31, 2002.

During the nine months ended December 31, 2002, the Company recognized
approximately $42,500 of additional income as a result of the difference between
the fair value of common stock issued and the principal amount of debt
exchanged.

On September 30, 2002, the Company entered into a line of credit agreement with
a bank for $1,000,000. The line of credit bears interest at 13% and matures on
March 30, 2003. The line of credit is secured by the assets of the Company and
is guaranteed by an officer of the Company.  On November 27, 2002, the Company
secured an additional $400,000 line of credit with the same bank.  This line
bears the same terms as the September line of credit.  As of December 31, 2002,
the Company had a total outstanding principal balance of $1,307,879 and accrued
interest of $29,997.

<PAGE>
NOTE 8.     CONSULTING AGREEMENTS

On May 15, 2002, the Company entered into various consulting agreements for
services in exchange for 5,000,000 shares of the Company's common stock, which
were issued under the 2001 Employee Stock Compensation Plan.  However, in August
2002, the Company and certain of the consultants mutually agreed to terminate
their respective consulting agreements and 3,187,500 that had been issued were
returned to the Company and cancelled.  Accordingly, the 3,187,500 cancelled
shares are not considered issued or outstanding at December 31, 2002.

The remaining 1,812,500 shares issued under the consulting agreements were
recorded at their fair value totaling $6,343,750 as deferred compensation and
services.  The deferred compensation and services is being recognized over the
period of the consulting agreement of two years.

In August 2002, the Company entered into an agreement incident to an existing
consulting agreement pursuant to which an additional 562,500 shares of
restricted common stock were issued subject to vesting conditions.  The shares
were recorded at their fair value totaling $309,375 and are being recognized
over the vesting period.

For the nine months ended December 31, 2002, the Company recognized $2,135,627
of non-cash expense relating to these agreements.


NOTE 9.     NET LOSS PER SHARE

Basic loss per share is based on the weighted average number of shares
outstanding during each quarter and income available to common shareholders.
Loss per share assuming dilution is based on the assumption that outstanding
stock options and warrants were exercised.  The weighted average shares for
computing basic loss per share were 18,692,005, 22,290,350 and 22,206,903 for
the three months and nine months ended December 31, 2002 and from inception
(March 20, 2002) through December 31, 2002, respectively.  At December 31,
2002, there were 25,238 shares of potentially issueable common stock.  Because
of the net loss for the nine months ended December 31, 2002 and since inception
(March 20, 2002) through December 31, 2002, potentially issueable common stock
was not included in the calculation of diluted loss per share as their inclusion
would be anti-dilutive.


NOTE 10.     SUBSEQUENT EVENTS

On  January  21,  2003,  the  Company  deregistered 3,187,500 unissued shares of
common  stock  that  had been previously registered to be issued to participants
under  the  2001  Employee  Stock  Compensation  Plan.

On January 28, 2003, the Company secured a line of credit with a bank for
$250,000.  The line of credit bears interest at 13% and matures on March 30,
2003. The line of credit is secured by assets of the Company and is guaranteed
by an officer of the Company.

On February 13, 2003, the Board of Directors approved a three-to-one stock split
for the Company's common stock, with a record date of 5 pm (EST) on February 24,
2003.

<PAGE>

NOTE 11.     RECENTLY ISSUED ACCOUNTING STANDARDS

The FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections," on April 30,
2002. Statement No. 145 rescinds Statement No.4, which required all gains and
losses from extinguishments of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect. Upon
adoption of Statement No. 145, companies will be required to apply the criteria
in APB Opinion No. 30, "Reporting the Results of Operations - reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" in determining the
classification of gains and losses resulting from the extinguishments of debt.
Statement No. 145 is effective for fiscal years beginning after May 15, 2002.
The initial application of SFAS 145 is not expected to have an impact on the
Company's financial statements.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This standard requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the standard include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operation, plant closing, or other exit or disposal activity. SFAS No. 146 is to
be applied prospectively to exit or disposal activities initiated after December
31, 2002. The initial application of SFAS 146 is not expected to have an impact
on the Company's financial statements.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS

OVERVIEW

     We discontinued all operations related to the production, marketing and
sale of our adult incontinence products during the fiscal year ended March 31,
2001.  We had no source of operating revenues during fiscal year 2002.

     On May 17, 2002, we completed a share exchange with USDR Global Aerospace,
Ltd., ("USDRGA") and the USDRGA stockholders. At the closing, we issued an
aggregate of 20,000,000 unregistered, restricted shares of our common stock to
the USDRGA stockholders in exchange for all of the issued and outstanding shares
of capital stock of USDRGA, based on a four-to-one exchange ratio. The exchange
ratio was determined by taking into account the fair market value of USDRGA,
which included an evaluation of the assets and liabilities and management
expertise of USDRGA. The issuance of shares resulted in a change of control of
our company and USDRGA became our wholly owned subsidiary. Effective September
26, 2002, we changed our name from Caring Products International, Inc. to US
Global Aerospace, Inc., and effective October 4, 2002, our stock ticker symbol
for our common stock changed from CPRD.OB to USGA.OB and the symbol for our
publicly traded warrants changed from CPRDW.OB to USGAW.OB. On December 31,
2002, we completed a short form merger to merge USDRGA with and into the
Company.

     In connection with the share exchange, our existing officers and directors
resigned as officers and directors and appointed:

<PAGE>
- -     John Robinson, the chairman and chief executive officer of USDRGA, as
our chairman, chief executive officer and a director;

- -     Gerald Wiener, the president and chief operating officer of USDRGA, as
our president and a director;

- -     Gaddy Wells, the secretary of USDRGA, as our secretary and a director;
and

- -     Julie Seaman, the treasurer and chief financial officer of USDRGA, as
our treasurer and a director.

     However, effective June 14, 2002, Mr. Wells resigned his positions as an
officer and director of the Company, as well as his positions as an officer and
director of USDRGA. Effective June 17, 2002, Ms. Seaman was appointed to be the
Company's secretary and treasurer, in addition to being a director of the
Company and Mr. Wiener was appointed to be the Company's president, in addition
to being a director of the Company. However, Mr. Wiener resigned his positions
as an officer and director of the Company, effective July 29, 2002, as well as
his positions as an officer and director of USDRGA.

     The Company owns certain intellectual property rights and patents pending
relating to a proprietary cockpit security door. The Guardian (TM)
Anti-Ballistic Panel Cockpit Security Door was developed with the intent to
comply with the requirement promulgated by the Federal Aviation Administration
following the September 11th terrorist attacks that all commercial aircraft
operating within the U.S. must install a reinforced cockpit door by April 9,
2003. There are currently approximately 6,500 U.S. registered aircraft that will
need to install a reinforced cockpit door by the 2003 deadline in order to meet
the FAA regulation.

     The Guardian (TM) Door is made of a lightweight anti-ballistic panel
designed specifically for aerospace applications. Subject to its receipt of the
necessary Supplemental Type Certificate, or STC, from the FAA, the Company
intends to market and sell the Guardian (TM) Door to the aerospace and defense
industries. An STC certification is issued when an applicant has received FAA
approval to modify an aircraft from its original design. We anticipate that the
Guardian (TM) Door will be one of the first reinforced cockpit doors to receive
an STC from the FAA, and we expect to receive our STC during the first quarter
of calendar year 2003.

     We are also exploring other opportunities to market the Guardian (TM) Door.
On July 25, 2002, DHL Airways selected the Guardian (TM) Door for installation
in DHL's DC8 cargo aircraft, and on September 11, 2002, we entered into an
agreement with El-Al Israel Airlines to install the Guardian (TM) Door on
El-Al's 747-200B aircraft.

     We are also devoting our efforts to the development of a wide range of
applications based upon our proprietary nano-denier G-Lam (TM) ultra light
weight anti-ballistic material. Upon completion of the development of products
using our anti-ballistic materials, we intend to market and sell such
products to the aerospace and defense industries.

     On November 26, 2002, we announced the introduction of our "Save A Gunner"
(SAG ) Turret Armor System, which we intend to mount on high-mobility military,
police and security vehicles.  The SAG  Turret System was designed, using our
G-LAM  material, as a highly ballistic resistant lightweight personnel
protection shielded turret for the High Mobility Multipurpose Wheeled Vehicle
(commonly known as a Hum-Vee).
<PAGE>

SUBSEQUENT EVENTS

     On January 21, 2003, we deregistered 3,187,500 unissued shares of common
stock that had been previously registered to be issued to participants under our
2001 Employee Stock Compensation Plan.

     On January 28, 2003, we secured a line of credit with a bank for $250,000.
The line of credit bears interest at 13% and matures on March 30, 2003.  The
line of credit is secured by assets of the Company and is guaranteed by an
officer of the Company.

     On February 13, 2003, the Board of Directors of the Company approved a
three-to-one forward stock split of the Company's common shares.  The record
date for the stock split will be 5 pm (EST) on February 24, 2003.

RESULTS OF OPERATIONS

     Under accounting principles generally accepted in the United States, the
financial statements of US Global as of and for the period ended December 31,
2002, are the historical financial statements of USDRGA.  USDRGA was
incorporated in the state of Delaware on March 20, 2002.

     We recorded no operating revenues during the period ended December 31,
2002, as a development stage company.

     We incurred research and development expenses of $167,265 and $1,148,516
for the three months and nine months ended December 31, 2002, respectively,
primarily in connection with the research and development of our Guardian (TM)
Door and of other applications and products based upon our proprietary
anti-ballistic material. We expect to continue to incur significant research and
development costs in the future in connection with the continued development of
these applications and products.

     We incurred general and administrative expenses, excluding non-cash
compensation and services, of $765,333 and $2,276,930 for the three months and
nine months ended December 31, 2002, respectively. General and administrative
expenses were largely related to the administrative costs associated with
maintaining a public company. As of January 1, 2003, we directly employed 25
individuals previously employed indirectly through USDR Aerospace, Ltd., a
company indirectly owned by our Chairman and Chief Executive Officer, John
Robinson. We do not expect general and administrative expenses to materially
increase as a result of our direct employment of these 25 individuals.

     We incurred $850,679 and $2,228,792 of non-cash general and administrative
expense for deferred compensation and services related to the issuance of common
stock pursuant to consulting agreements and for common stock issued in exchange
for legal and other professional services for the three months and nine months
ended December 31, 2002, respectively. We will continue to recognize such
non-cash expense over the two-year period of the agreements.


<PAGE>

     We incurred income from debt restructuring of $612,519 for the three months
and nine months ended December 31, 2002. The income resulted from the
restructuring of notes payable whereby a portion of the debt was forgiven and
the remainder was converted into common stock of the Company.

     As a result of the above, we incurred a net loss of $1,253,410 and
$5,125,117 for the three months and nine months ended December 31, 2002,
respectively.  The net loss per share was $0.07 and $0.23 for the three and nine
months ended December 31, 2002, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 2002, our principal source of liquidity consisted of
cash of $8,685 and accounts receivable of $10,000. On September 30, 2002, we
secured a line of credit with a bank for $1,000,000, and increased the line of
credit by $400,000 on November 27, 2002, which bears interest at 13% and matures
on March 30, 2003. The line of credit is secured by our assets and is guaranteed
by an officer of US Global. As of December 31, 2002, we had borrowed $1,307,879
against this line of credit and also owed $29,997 of accrued interest on the
line of credit. On January 28, 2003, we secured an additional line of credit for
$250,000 on substantially the same terms as the line of credit discussed above.

     We will need significant additional capital to continue our operations. If
we are unable to finance our operations through operating revenues in the near
term, we plan to raise $10,000,000 through the sale of our common stock;
however, we cannot assure you that we will be able to raise such funds. Further,
there can be no assurance that additional private or public financing, including
debt or equity financing, will be available as needed or, if available, on terms
favorable to us. Any additional equity financing may be dilutive to shareholders
and such additional equity securities may have rights, preferences or privileges
that are senior to those of our existing common stock. Furthermore, debt
financing, if available, will require payment of interest and may involve
restrictive covenants that could impose limitations on our operating
flexibility. Failure to successfully obtain additional future funding may
jeopardize our ability to continue our business and operations.

RECENTLY ISSUED ACCOUNTING STANDARDS

     In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible
Assets. The provisions of SAS 142 are required to be applied starting with
fiscal years beginning after December 15, 2001 with earlier application
permitted for entities with fiscal years beginning after March 15, 2001,
provided that the first interim financial statements have not been previously
issued. The statement is required to be applied at the beginning of US Global's
2003 fiscal year and will be applied to all goodwill and other intangible assets
recognized in US Global's financial statements. The adoption of SFAS 142 did not
have an impact on US Global's financial statements.

     In October 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard (SFAS) 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.  SFAS 144 supersedes SFAS 121, Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of, and the
accounting and reporting provisions of APB Opinion 30, Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for
segments of a business to be disposed of.  SFAS 144 is effective for fiscal
years beginning after December 15, 2001. The initial application of SFAS 144 did
not have an impact on US Global's financial statements.

<PAGE>
     The FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and Technical Corrections," on April 30,
2002. Statement No. 145 rescinds Statement No.4, which required all gains and
losses from extinguishments of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect. Upon
adoption of Statement No. 145, companies will be required to apply the criteria
in APB Opinion No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" in determining the
classification of gains and losses resulting from the extinguishments of debt.
Statement No. 145 is effective for fiscal years beginning after May 15, 2002.
The initial application of SFAS 145 is not expected to have an impact on US
Global's financial statements.

     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities."  This standard requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity.  SFAS
No. 146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002.  The initial application of SFAS 146 is not expected to
have an impact on US Global's financial statements.

FORWARD-LOOKING STATEMENTS

     This Form 10-QSB and other reports and statements filed by us with the
Securities and Exchange Commission include "forward-looking" statements within
the meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934, and the Private Securities Litigation Reform
Act of 1995, and we desire to take advantage of the "safe harbor" provisions in
those laws.  Therefore, we are including this statement for the express purpose
of availing ourselves of the protections of these safe harbor provisions with
respect to all of the forward-looking statements we make.  These forward-looking
statements reflect our current views with respect to possible future events and
financial performance.  They are subject to certain risks and uncertainties,
including specifically the absence of significant revenues, financial resources,
a history of losses, competition, the uncertainty of patent and proprietary
rights, trading risks of low-priced stocks and those other risks and
uncertainties discussed in this report that could cause our actual results to
differ materially from our historical results or those we hope to achieve.  In
this report, the words "anticipates," "believes," "expects," "intends," "future"
and similar expressions identify certain forward-looking statements.  Except as
required by law, we undertake no obligation to announce publicly revisions we
make to these forward-looking statements to reflect the effect of events or
circumstances that may arise after the date of this report.  All written and
oral forward-looking statements made subsequent to the date of this report and
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by this section.

<PAGE>

ITEM 3.   INTERNAL CONTROLS

     The Company maintains disclosure controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed pursuant to the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our Chief Executive
Officer, who is our principal executive officer, and our Treasurer, who is our
principal financial officer, to allow timely decisions regarding required
disclosure.  In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.

     Within 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including the Chief Executive Officer and the Treasurer, of the effectiveness of
the design and operation of our disclosure controls and procedures.  Based on
the foregoing, our Chief Executive Officer and our Treasurer concluded that our
disclosure controls and procedures were effective.

     There have been no significant changes in our internal controls or in other
factors that could significantly affect the internal controls subsequent to the
date we completed our evaluation.


PART II

ITEM 1.   LEGAL PROCEEDINGS

     There is no current outstanding litigation in which we are involved
and we are unaware of any pending actions or claims against us.

ITEM 2.   CHANGES IN SECURITIES.

     None.

ITEM 3.   DEFAULTS ON SENIOR SECURITIES

     None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5.   OTHER INFORMATION

     Consulting Agreements

     On May 15, 2002, we entered into various consulting agreements for
services in exchange for 5,000,000 shares of our common stock, which were issued
under the 2001 Employee Stock Compensation Plan.  In August 2002, US Global and
certain of the consultants mutually agreed to terminate their respective
consulting agreements and the 3,187,500 shares that had been issued were
returned to us and were cancelled.  The remaining 1,812,500 shares issued under
the consulting agreements were recorded as deferred compensation and expense.

<PAGE>

     Related Party Transactions

     John Robinson is the 100% owner of USDR Ltd., a Nevada limited liability
company, which, through one or more of its subsidiaries, controls USDR
Aerospace, Ltd., a Texas limited partnership ("Aerospace"). On May 14, 2002, we
entered into an intellectual property assignment and royalty agreement with
Aerospace pursuant to which Aerospace assigned to us all of Aerospace's rights
and interests in certain intellectual property that is essential to the
development of our product, the Guardian(TM) Door, in exchange for future
royalties equal to 3.5% of all of our sales related to the Guardian (TM) Door
until Aerospace has received $15,000,000, and thereafter a royalty of 1% of all
of our sales related to the Guardian (TM) Door until the expiration of any
patent rights relating to the transferred intellectual property. Patent
applications are currently pending on the transferred intellectual property.

     Through December 31, 2002, Aerospace provided employees and product
development services to the Company for which the Company currently owes
Aerospace $154,363 as of December 31, 2002. As of January 1, 2003, the Company
will employ 25 individuals previously employed through Aerospace.  Aerospace
will continue to provide office and lab space and supplies to the Company.

     Stockholder Loan Payable and Other Loans Payable

     At December 31, 2002, we received loan advances from an existing
shareholder totaling $920,000. In November 2002, we entered into a settlement
agreement resulting in the issuance of 1,002,772 shares of restricted common
stock for the repayment of $475,000 in principal and $26,386 in accrued interest
of the outstanding advances. The remaining payable of $445,000 was forgiven and
recognized as debt restructure income for the period ended December 31, 2002.

     In addition, the shareholder arranged a loan transaction pursuant to which
we received $360,000 from third-party lenders. In November 2002, we entered
into a settlement agreement resulting in the issuance of 385,204 shares of
restricted common stock for the repayment of $185,000 in outstanding principal
and $7,146 in accrued interest of the outstanding loan advances. An additional
$125,000 in advances was forgiven and recognized as debt restructure income in
the statement of operations for the period ended December 31, 2002. In
connection with this transaction the shareholder pledged 250,000 shares of the
Company's common stock as security for the loan, which shares were ultimately
released from escrow to the lenders in connection with the settlement agreement.
We have a remaining outstanding payable of $50,000 as of December 31, 2002. We
do not have a loan agreement for the outstanding balance as of December 31,
2002.


 ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

Exhibits.

99.1     Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002.

99.2     Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
         2002.


     Reports on Form 8-K.

     None.

<PAGE>

SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   US  GLOBAL  AEROSPACE,  INC.


Date:  February 19, 2003          /s/ John Robinson
                                   --------------------------------------------
                                   By:  John  Robinson
                                   Chairman  &  Chief  Executive  Officer


Date:  February 19, 2003          /s/ Julie Seaman
                                   ---------------------------------------------
                                   By:  Julie  Seaman
                                   Treasurer, Secretary & Acting Chief Financial
                                   Officer




<PAGE>