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Friday, 01/07/2005 2:58:28 PM

Friday, January 07, 2005 2:58:28 PM

Post# of 4972671
USGA get SEC "Wells Notice" ...

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 3, 2005


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


Delaware 000 - 23339 13-3720542
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)


2533 North Carson Street, Suite 5107 89706
Carson City, Nevada
(Address of principal executive offices) (Zip Code)

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

--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


This Form 8-K and other reports filed by US Global Nanospace, Inc. (the
"Registrant") from time to time with the Securities and Exchange Commission
(collectively the "Filings") contain forward looking statements and information
that are based upon beliefs of, and information currently available to, the
Registrant's management as well as estimates and assumptions made by the
Registrant's management. When used in the Filings the words "anticipate",
"believe", "estimate", "expect", "future", "intend", "plan" or the negative if
these terms and similar expressions as they relate to the Registrant or the
Registrant's management identify forward looking statements. Such statements
reflect the current view of the Registrant with respect to future events and are
subject to risks, uncertainties, assumptions and other factors relating to the
Registrant's industry, operations and results of operations and any businesses
that may be acquired by the Registrant. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.

ITEM 8.01 OTHER EVENTS.

On January 3, 2005, we received a "Wells Notice" from the staff of the
U.S. Securities and Exchange Commission (the "SEC") in connection with the
previously announced SEC informal inquiry regarding certain prior public
statements made by us.

The "Wells Notice" notifies us that the SEC staff intends to recommend
that the SEC bring a civil action against us for alleged violations of U.S.
securities laws. Under the SEC's procedures, we can avail ourselves of the
opportunity to make a "Wells Submission" and respond to the SEC staff before it
makes a formal recommendation to the SEC regarding whether any action should be
brought against us. We intend to respond promptly to the SEC staff.

We continue to cooperate with the SEC in its investigation into these
matters.



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 hereunto duly authorized.

US GLOBAL NANOSPACE, INC.
(Registrant)

Date: January 7, 2005
/s/ John Robinson
-----------------
John Robinson, Chief Executive Officer



W3Research
Raleigh, N.C.


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