We were originally incorporated in the Province of British Columbia in
1984 as First West Canada Capital Corporation, or FWCC.
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On December 20, 1993,
FWCC became a Wyoming corporation. On December 23, 1993, FWCC merged into its
wholly owned subsidiary, FWCC Merger Corp., which was incorporated in the state
of Delaware.
On November 4, 1992, Caring Products International, Inc. was
incorporated under the laws of the state of Delaware. On December 30, 1993,
Caring Products merged with and into FWCC Merger Corp., and FWCC Merger Corp.
became the surviving corporation. The name of the surviving entity was changed
to Caring Products International, Inc.
On September 26, 2002, Caring Products International, Inc. changed its
name to US Global Aerospace, Inc.
As Caring Products International, Inc., USGA and its subsidiaries
designed a line of proprietary urinary incontinence products with disposable
liners that were sold under the Rejoice brand name in the U.S., Canada and
Europe. Due to a lack of funding necessary to support full retail distribution
in chain stores and hospitals, we closed our marketing offices and liquidated
our remaining inventory. We discontinued all operations related to the
production, marketing and sale of our incontinence products during the fiscal
year ended March 31, 2001.
On March 30, 2001, we consummated a private placement of 90,000 shares
of our common stock to Raymond Bills, a previously unaffiliated accredited
investor. Mr. Bills paid $250,000 in consideration for the issuance. After
giving effect to the transaction and including the 30,563 previously issued and
outstanding shares of common stock, Mr. Bills was the beneficial owner of
approximately 75% of our issued and outstanding common stock. In connection with
the transaction, Mr. Bills joined our board of directors. Concurrently, four of
the five members of the board resigned. Ian Rice also joined the board of
directors, serving as its chairman.
On May 17, 2002, we completed a share exchange with USDR Global
Aerospace, Ltd., a Delaware corporation ("USDRGA"), and the USDRGA stockholders.
At the closing, we issued an aggregate of 20,000,000 unregistered, restricted
shares of our pre-split common stock to the USDRGA stockholders in exchange for
all of the issued and outstanding shares of capital stock of USDRGA, consisting
of an aggregate of 5,000,000 unregistered, restricted pre-split shares of common
stock. The four to one 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. USDRGA stockholders John
Robinson and Gerald Wiener exchanged their shares of USDRGA common stock for
12,000,000 and 8,000,000 pre-split shares of our common stock, respectively. At
the closing of the share exchange, Robinson and Wiener owned approximately 48%
and 32% of our issued and outstanding pre-split shares of common stock,
respectively, and USDRGA became our wholly owned subsidiary.
Effective on the closing date, our two officers and directors, Raymond
Bills and Ian Rice, resigned as officers and appointed:
o John Robinson, the Chairman and Chief Executive Officer of
USDRGA, as our Chairman of the Board and Chief Executive Officer;
o Gerald Wiener, the President and Chief Operating Officer of
USDRGA, as our President;
o Gaddy Wells, the Secretary of USDRGA, as our Secretary; and
o Julie Seaman, the Treasurer and Chief Financial Officer of
USDRGA, as our Treasurer.
In addition, subject to and effective upon compliance with Rule 14f-1
under the Securities Exchange Act of 1934, Rice and Bills resigned as our
directors and appointed Robinson, Wiener, Wells and Seaman as our new board of
directors. However, effective June 14, 2002, Mr. Wells resigned his positions as
an officer and future director of USGA, as well as his positions as an officer
and director of USDGRA, as a result of issues regarding potential conflicts of
interest. Effective June 17, 2002, Ms. Seaman was appointed as Secretary of
USGA, in addition to being Treasurer and a director of USGA. Effective July 29,
2002, Mr. Wiener resigned as a director and as President of USGA, and as the
President and Chief Operating Officer of USDRGA. As of the date of this report,
the officers and directors of USGA are as follows: John Robinson, Chief
Executive Officer and Chairman of the Board, and Julie Seaman, Treasurer,
Secretary and director.
Effective December 31, 2002, USGA filed a Certificate of Ownership with
the Secretary of State of Delaware effecting the merger of USDRGA with and into
USGA, and USGA assumed all the assets and liabilities of USDRGA.
On February 13, 2003, our Board of Directors approved a 3 for 1 forward
split of our common stock for shareholders of record as of February 24, 2003.
The 3 for 1 stock split became effective on March 5, 2003. Unless otherwise
specified, all references to the number of shares and per share data in this
report give effect to this stock split.
On May 29, 2003, our Board of Directors and our majority stockholder
consented to amend our Certificate of Incorporation to change our name to US
Global Nanospace, Inc. |
