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 June 30, 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

                       CARING PRODUCTS INTERNATIONAL, INC.
                 (Name of small business issuer in its charter)

          DELAWARE                                       98-0134875
(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)

    (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 August 17, 2002 the Company had 22,565,881 shares of its $0.001 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

                       Caring Products International, Inc.
                          (A development stage company)
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                          ASSETS
                                                                    June 30,     March 31,
                                                                      2002        2002
                                                                  ------------  ---------
<S>                                                                   <C>           <C>
  CURRENT ASSETS
    Cash                                                          $    15,035   $  5,000
                                                                  ------------  ---------

               Total current assets                                    15,035      5,000
                                                                  ------------  ---------

                                                                  $    15,035   $  5,000
                                                                  ============  =========


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

  CURRENT LIABILITIES
    Accounts payable                                              $   198,995   $      -
    Related party payable                                              39,083          -
    Stockholder Loan payable                                                      880,000          -
                                                                  ------------  ---------

      Total current liabilities                                     1,118,078          -

  COMMITMENTS AND CONTINGENCIES                                             -          -

  STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock authorized, 100,000,000 shares $.001 par value        21,934     20,121
    Additional paid-in capital                                      6,327,262    (15,121)
    Deferred compensation and services                             (5,961,387)         -
    Accumulated development stage deficit                          (1,490,852)         -
                                                                  ------------  ---------

      Total stockholders' equity (deficit)                         (1,103,043)     5,000
                                                                  ------------  ---------

                                                                  $    15,035   $  5,000
                                                                  ============  =========

</TABLE>
The  accompanying  notes  are  an  integral  part of these financial statements.
<PAGE>

                       Caring Products International, Inc.
                          (A development stage company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                Cumulative
                                                            results of operations
                                                            from March 20, 2002
                                              Three months  (date of inception)
                                             ended June 30,   through June 30,
                                                  2002             2002
                                              ------------   -----------------
<S>                                              <C>                   <C>

OPERATING EXPENSES
   Research and development                    $   520,883       $   520,883
   General and administrative
       Non-cash compensation and services          382,363           382,363
       Other                                       586,851           586,851
                                              ------------   ------------------

       Total operating expenses                  1,490,097         1,490,097
                                              ------------   ------------------

       Operating loss                           (1,490,097)       (1,490,097)

OTHER INCOME (EXPENSE)
   Other expense, net                                 (755)             (755)
                                               ------------   ------------------

       NET LOSS                                $(1,490,852)      $(1,490,852)
                                               ============   ==================

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

</TABLE>

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

<PAGE>
                       Caring Products International, Inc.
                          (A development stage company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
              From inception (March 20, 2002) through June 30, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                          Accumulated
                                                                            Additional     Deferred       Development
                                                         Common Stock         Paid-in     Compensation      Stage
                                                       Shares      Amount     Capital     and Services     Deficit
                                                     -----------  --------  -----------  --------------  ------------
<S>                                                      <C>          <C>       <C>          <C>             <C>
Balance at inception (March 20, 2002)                         -   $     -   $        -   $           -   $         -

Issuance of common stock on March 20, 2002 to
Founders for cash                                     5,000,000     5,000            -               -             -

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

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

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

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

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

Amortization of deferred compensation and services            -         -            -         382,363             -

Net loss for the period                                       -         -            -               -    (1,490,852)
                                                     -----------  --------  -----------  --------------  ------------
Balance at June 30, 2002                             21,933,219   $21,934   $6,327,262   $  (5,961,387)  $(1,490,852)
                                                     ===========  ========  ===========  ==============  ============

                                                          Total
                                                      Stockholders'
                                                     Equity (Deficit)
                                                     -----------------
<S>                                                        <C>
Balance at inception (March 20, 2002)                $              -

Issuance of common stock on March 20, 2002 to
founders for cash                                               5,000

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

Issuance of CPI common stock in conjunction
With share exchange with USDR
Global Aerospace, Ltd.                                          5,000
                                                     -----------------

Balance at March 31, 2002                                       5,000

Issuance of common stock on May 16, 2002 in
Conjunction with consulting agreements                              -

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

Amortization of deferred compensation and services            382,363

Net loss for the period                                    (1,490,852)
                                                     -----------------

Balance at June 30, 2002                             $     (1,103,043)
                                                     =================
</TABLE>

The  accompanying  notes  are  an  integral  part  of  this financial statement.

<PAGE>
                       Caring Products International, Inc.
                          (A development stage company)
                             STATEMENTS OF CASH FLOWS
                                      (Unaudited)
<TABLE>
<CAPTION>
                                                                                           Cumulative
                                                                                       results of operations
                                                                                        from March 20, 2002
                                                                          Three months  (date of inception)
                                                                          ended June 30, through June 30,
                                                                               2002          2002
                                                                           ------------  ------------
Increase (Decrease) in Cash
<S>                                                                            <C>           <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                $(1,490,852)  $(1,490,852)
   Adjustments to reconcile net loss to net
        cash used in operating activities
     Common stock issued for services                                          382,363       382,363
     Changes in assets and liabilities
       Accounts payable                                                        196,495       196,495
       Related party payable                                                    39,083        39,083
                                                                           ------------  ------------

         Net cash used in operating activities                                (872,911)     (872,911)
                                                                           ------------  ------------

 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 loan payable                                                  880,000       880,000
   Proceeds from issuance of common stock                                            -         5,000
                                                                           ------------  ------------

         Net cash provided by financing activities                             880,000       885,000
                                                                           ------------  ------------

 Net increase in cash                                                           10,035        15,035

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

 Cash at end of period                                                     $    15,035   $    15,035
                                                                           ============  ============


 NON-CASH INVESTING AND FINANCING ACTIVITIES
   Accounts payable acquired in conjunction with share exchange
   agreement                                                               $     2,500   $     2,500
                                                                           ============  ============
</TABLE>


     The  accompanying notes are an integral part of these financial statements.
<PAGE>
                       Caring Products International, Inc.
                          (A development stage company)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  1.     FINANCIAL  STATEMENTS

The  unaudited  financial statements of Caring Products International, 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.

NOTE  2.     SHARE  EXCHANGE  AGREEMENT

On  May  17,  2002,  Caring  Products  International  (CPI)  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  CPI's  common  stock  for  each  share  of  USDRGA's  common  stock.
Accordingly,  CPI  issued 20,000,000 shares of its common stock in the exchange.
The  issuance of shares resulted in a change in control of CPI and USDRGA is the
accounting  acquirer.  In  conjunction  with  the  merger,  CPI's  officers  and
directors  resigned  and  new officers and directors of USDRGA were elected.  As
soon  as  practical,  CPI  will  change  its  name  to US Global Aerospace, Inc.

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  CPI 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" CPI, are those of the "legal acquiree" (USDRGA), (i.e.
the  accounting  acquirer).

<PAGE>
Accordingly, the financial statements of CPI as of and for the period ended June
30,  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 CPI 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. The Company intends to
raise  funds  through  equity  financing  to support its ongoing operations. The
Company  plans  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  Door  and  other products using the anti-ballistic
material  and  the  success  of  its  future  operations.

<PAGE>


NOTE  6.     RELATED  PARTY  PAYABLE

The  new  Chairman and CEO of the Company controls Aerospace, which has licensed
the  intellectual  property  to  the  Company described in note 4. Aerospace has
provided and is expected to continue providing employees and product development
services to the Company. For the three months ended June 30, 2002, Aerospace has
provided  such  services  totaling approximately $899,000, for which the Company
currently  owes Aerospace $39,083 as of June 30, 2002. This relationship between
the  Company  and  Aerospace is expected to continue for the foreseeable future,
provided  that Aerospace continues to provide services to the Company at a price
comparable  to or less than that charged by unrelated third parties for the same
or  similar  services.

NOTE  7.     STOCKHOLDER LOAN  PAYABLE

At  June  30,  2002,  the  Company  has  received loan advances from an existing
shareholder totaling $880,000.  As of June 30, 2002, the Company has not entered
into  a  formal  loan agreement with the shareholder.  The loan is due on demand
until  such  time  a  formal  agreement  has  been  consummated.

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 shares 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 June 30, 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.  For the three months ended
June  30,  2002, the Company recognized $382,363 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 20,997,093 and 20,902,582 for the three
months  ended June 30, 2002 and from inception (March 20, 2002) through June 30,
2002,  respectively.  At  June 30, 2002, there were 25,238 shares of potentially
issueable common stock.  Because of the net loss for the three months ended June
30, 2002 and since inception (March 20, 2002) through June 30, 2002, potentially
issueable  common  stock was not included in the calculation of diluted loss per
share  as  their  inclusion  would  be  anti-dilutive.


<PAGE>
NOTE  10.     SUBSEQUENT  EVENTS

On  July  23, 2002, the Company issued 70,162 shares of common stock with a fair
value  of  approximately $140,000 to an attorney in exchange for future services
and  to  settle  outstanding  payables.

On  August  15,  2002,  the Company issued 562,500 restricted common shares to a
consultant  in  conjunction  with the consulting agreements described in note 8.
The shares vest over a two-year period for which the Company will incur non-cash
expense  of  approximately  $568,000  for  the  fair  value  of  these  shares.


NOTE  11.     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  SFAS  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 the
Company's  2003  fiscal  year  and  will  be  applied  to all goodwill and other
intangible  assets  recognized  in  the  Company's  financial  statements.  The
adoption  of  SFAS  142  did  not  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: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.  Our  shares  were  exchanged  for  shares held by USDRGA
stockholders  John  Robinson  and  Gerald  Wiener, who exchanged their shares of
USDRGA  common  stock  for  12,000,000 and 8,000,000 shares of our common stock,
respectively.  As  a result, at June 30, 2002, Mr. Robinson and Mr. Wiener owned
approximately  55% and 37% of our issued and outstanding shares of common stock,
respectively.  The  issuance of shares resulted in a change of control of Caring
Products and USDRGA became our wholly owned subsidiary. As soon as practical, we
will  change  our name to US Global Aerospace, Inc. and will commence trading on
the  OTC  Bulletin  Board  under  a  new  symbol.

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

-    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,  on  June  14,  2002,  Mr. Wells resigned as an officer and director of
Caring  Products  and  USDGRA  and  on  July 29, 2002, Mr. Wiener resigned as an
officer  and  director  of  Caring  Products  and  USDRGA.

     USDRGA  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, USDRGA 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.  USDRGA  anticipates that its
Guardian(TM)  Door  will be one of the first reinforced cockpit doors to receive
an  STC  from  the  FAA  during  the  first  week  of  September  2002.

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

Results  of  Operations
-----------------------

     Under  accounting  principles  generally  accepted  in the United States of
America,  the  financial  statements of Caring Products as of and for the period
ended  June 30, 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 June 30, 2002, as
a  development  stage  company.

     We  incurred  research  and development expenses of $520,883 for the period
ended  June  30, 2002, 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 of $586,851 during the
period  ended  June  30,  2002. General and administrative expenses were largely
related  to  the  administrative  costs  associated  with  maintaining  a public
company.

<PAGE>

     We  incurred  $382,363  of  non-cash  expense for deferred compensation and
services  related  to  the  issuance  of  common  stock  pursuant  to consulting
agreements.  We  will  continue to recognize such non-cash expense over the next
two  years.

     We  incurred  other  expense of $755 during the period ended June 30, 2002.

     As  a  result of the above, we incurred a net loss of $1,490,852 during the
period  ended  June  30, 2002. The net loss per share for this period was $0.07.

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  SFAS  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 the
Company's  2003  fiscal  year  and  will  be  applied  to all goodwill and other
intangible  assets  recognized  in  the  Company's  financial  statements.  The
adoption  of  SFAS  142  did  not  have  an  impact  on  the Company's financial
statements.

Liquidity  and  Capital  Resources
----------------------------------

     As of June 30, 2002, our principal source of liquidity consisted of cash of
$15,035.  We will need significant additional capital to continue the operations
of  USDRGA  and  will  endeavor to raise funds through the sale of equity shares
and/or  debt  securities  and  revenues  from operations.  Currently, 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.

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>

PART  III

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, Caring
Products  and  certain  of  the  consultants  mutually agreed to terminate their
respective  consulting agreements and 3,187,500 shares that had been issued were
returned  to  the  Company and cancelled.  The remaining 1,812,500 shares issued
under  the  consulting  agreements  were  recorded  as deferred compensation and
expense.

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,
Aerospace  and  USDRGA  entered  into  an  intellectual  property assignment and
royalty  agreement  pursuant  to  which  Aerospace assigned to USDRGA certain 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.


<PAGE>

     Aerospace  has provided and is expected to continue providing employees and
product  development  services  to  us.  This  relationship  between  USDRGA and
Aerospace  is  expected  to  continue  for the foreseeable future, provided that
Aerospace  continues  to  provide services to USDRGA at a price comparable to or
less  than  that  charged  by  unrelated  third  parties for the same or similar
services.

     At  June  30,  2002, we received loan advances from an existing shareholder
totaling  $880,000  .  The  loan  is  due  on demand until such time as a formal
agreement  has  been  consummated.

 ITEM  6.   EXHIBITS  AND  REPORTS  ON  FORM  8-K

Exhibits
--------

2.1  Agreement  and  Plan of Share Exchange by and among Caring Products, USDRGA
     and  the  Shareholders  of  USDRGA.  (1)

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

-----------------
(1)   Incorporated by reference to the similarly described exhibit included with
the  registrant's  current report for May 17, 2002 filed with the SEC on May 30,
2002.

Reports  on  Form  8-K
----------------------

     On May 30, 2002, we filed a Form 8-K to disclose a change in control of the
Caring  Products  pursuant  to  the  share  exchange  with USDRGA and the USDRGA
stockholders  and  the  resignation  of  our existing officers and directors and
appointment  of  the  USDRGA  officers  and  directors  as  our new officers and
directors.

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.


                                 CARING  PRODUCTS  INTERNATIONAL,  INC.

Date:  August  19,  2002          By:   /s/  John  Robinson
                                 ------------------------------------------
                                 John  Robinson
                                 Chairman  &  Chief  Executive  Officer

Date:  August  19,  2002         By:   /s/  Julie  Seaman
                                 -----------------------------------------
                                 Julie  Seaman
                                 Treasurer & Acting Chief Financial Officer

<PAGE>