Robinson John · SC 13D/A · US Global Aerospace Inc · On 9/27/2
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Caring Products International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
141904-40-9
(CUSIP Number)
Mr. John Robinson
Caring Products International, Inc.
2533 North Carson Street, Suite 5107
Carson City, Nevada 89706
(775) 841-3246
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 2002
(Date of Event which Requires Filing of this Statement)
CUSIP No. 141904-40-9 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
(I.R.S. identification nos. of above persons (entities only)
John Robinson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
[ ]
=--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 15,500,000
BENEFICIALLY ------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 15,500,000
------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
68.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 14194-40-9 Page 3 of 6 Pages
Item 1. Security and Issuer
This statement relates to the common stock, par value $0.01 per share (the
"Common Stock") of Caring Products International, Inc., a Delaware corporation
(the "Issuer"). The address of the principal executive offices of the Issuer is
2533 North Carson Street, Suite 5107, Carson City, Nevada 89706.
Item 2. Identity and Background
(a) This statement is filed by John Robinson ("Reporting Person").
(b) The business address of Reporting Person is 2533 North Carson Street,
Suite 5107, Carson City, Nevada 89706.
(c) The present principal occupation of Reporting Person is Chairman and
Chief Executive Officer of the Issuer at the address above.
(d) During the last five years, Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Reporting Person has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
On May 17, 2002, Reporting Person acquired 12,000,000 shares of Common
Stock (the "Original Issuance") pursuant to an Agreement and Plan of Share
Exchange, dated as of May 15, 2002 (the "Exchange Agreement") by and among the
Issuer, USDR Global Aerospace, Ltd., a Delaware corporation ("USDRGA") and the
stockholders of USDRGA pursuant to which Reporting Person exchanged his
3,000,000 shares of USDRGA common stock for 12,000,000 shares of Issuer Common
Stock.
On July 29, 2002, Reporting Person (i) disposed of 2,500,000 shares of his
Common Stock and (ii) acquired an additional 6,000,000 shares of Common Stock
from an officer and director of the Issuer in connection with the resignation of
such officer and director from his positions with the Issuer. As a result of
these transactions, Reporting Person now holds 15,500,000 shares of Common
Stock.
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CUSIP NO. 141904-40-9 Page 4 of 6 Pages
Item 4. Purpose of Transaction
Reporting Person acquired the shares of Common Stock with the intent to
exercise control of the Issuer.
(a) As of the Date of Event, Reporting Person did not have any plan or proposal
that related to or would result in the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of
the Issuer. As of the filing date of this statement, Reporting Person plans
that shares will be issued in payment of bona fide services provided to the
Issuer;
(b) As of the Date of Event, Reporting Person did not have any plan or proposal
that related to or would result in an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the issuer or
any of its subsidiaries. As of the filing date of this statement, Reporting
Person is contemplating a possible reorganization of the Issuer with a
related entity;
(c) Reporting Person does not have any plan or proposal that relates to or
would result in a sale or transfer of a material amount of assets of the
issuer or of any of its subsidiaries;
(d) In connection with the Original Issuance of shares to Reporting Person, all
of the members of the Board of Directors resigned, and Reporting Person was
elected a Director of the Company subject to compliance with Rule 14f-1 of
the Securities and Exchange Act of 1934;
(e) Reporting Person does not have any plan or proposal that relates to or
would result in any material change in the present capitalization or
dividend policy of the issuer;
(f) Issuer had discontinued all business operations related to its adult
incontinence products during its fiscal year ended March 31, 2001 and had
no business operations or operating revenues at the time of the issuance of
shares to Reporting Person. In connection with the Original Issuance of
shares to Reporting Person, Reporting Person planned that Issuer's would
change its business to that of Issuer's wholly owned subsidiary USDRGA, an
aerospace research, development and engineering company. Reporting Person
has no other plan or proposal that relates to or would result in any other
material change in the issuer's business or corporate structure, including
but not limited to, if the issuer is a registered closed-end investment
company, any plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the Investment Company
Act of 1940;
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CUSIP NO. 141904-40-9 Page 5 of 6 Pages
(g) Reporting Person does not have any plan or proposal that relates to or
would result in changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
(h) Reporting Person does not have any plan or proposal that relates to or
would result in causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) Reporting Person does not have any plan or proposal that relates to or
would result in a class of equity securities of the issuer becoming
eligible for termination of registration pursuant to Section 12 (g)(4) of
the Act; or
(j) Reporting Person does not have any plan or proposal that relates to or
would result in any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, based upon a total of 22,565,881 shares of Common
Stock outstanding as reported on the Issuer's most recently filed Form
10-QSB for the fiscal period ended June 30, 2002, and giving effect to the
issuance of the Common Stock to Reporting Person, the Reporting Person may
be deemed to be the beneficial owner of an aggregate of 15,500,000 shares
of Common Stock, representing approximately 68.7% of the Issuer's Common
Stock.
(b) Reporting Person has the sole power to vote or dispose with respect to all
of the shares of Common Stock that he holds directly.
(c) Except as reported herein, Reporting Person has effected no transactions in
the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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CUSIP NO. 141904-40-9 Page 6 of 6 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Person and between such persons and any
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
No. Description
--- -----------
1 Agreement and Plan of Share Exchange. *
* Filed as Exhibit No. 1 to the Original 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: September 23, 2002
/s/ John Robinson
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John Robinson |
