SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
--------------------------------------------------------------------------------

                                   FORM 10-KSB

(Mark  One)
/ X /   ANNUAL  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  SECURITIES
        EXCHANGE  ACT  OF  1934
For the fiscal year ended March 31, 2000

                                       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   33-96882-LA
                                              -----------

                       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)

                     PO BOX 9288,  SEATTLE, WASHINGTON 98109
                              -------------------
                           (principal mailing address)

                                  (206)523-7065
                              -------------------
                (Issuer's telephone number, including area code)

     Securities  registered  under Section 12(b) of the Exchange Act:      None.

     Securities  registered  under Section 12(g) of the Exchange Act:
             Common  Stock,  $.01  par  value
             Warrants  to  purchase  common  stock.

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  X        No
     -

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements incorporated by reference in Part III of this Form 10-KSB.  / X /


                                        1
<PAGE>
     State  issuer's  revenue  for  its  most  recent  fiscal  year.  $538,489.

     State the aggregate market value of the voting stock held by non-affiliates
computed  by  reference to the price at which the stock was sold, or the average
bid  and  asked  prices of such stock, as of a specified date within the past 60
days.  (See  definition  of  affiliate  in  Rule  12b-2  of  the  Exchange Act.)
$1,528,171.


                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

     Not  applicable.

                       APPLICABLE ONLY TO CORPORATE REGISTRANTS

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of May 15, 2000: 3,056,343 shares of common stock, $.01 par
value  (the  "Common  Stock").

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


                               DOCUMENTS INCORPORATED BY REFERENCE

Part  III  -  Certain exhibits                    Included in prior filings made
Listed in response to Item 13(a)               under the Securities Act of 1933.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                       CARING PRODUCTS INTERNATIONAL, INC
                                   FORM 10-KSB
                        FOR THE YEAR ENDED MARCH 31, 2000



       INDEX                                                                 PAGE NUMBER
<S>    <C>                                                                          <C>

PART I:
       Item  1   Description  of  Business . . . . . . . . . . . . . . . . . . . . .   4

       Item  2   Description  of  Properties . . . . . . . . . . . . . . . . . . . .   8

       Item  3   Legal  Proceedings . . . . . . . . . . . . . . . . . . . . . . . . .  8

       Item  4   Submission  of Matters to a Vote of Security Holders . . . . . . . .  8


PART II
       Item  5   Market  Information . . . . . . . . . . . . . . . . . . . . . . . .   9

       Item  6   Managements  Discussion  and  Analysis  of
                  Financial  Condition  and  Results  of Operation . . . . . . . . .  10

       Item  7   Financial  Statements . . . . . . . . . . . . . . . . . . . . . . .  14

                 Consolidated Balance Sheets at March 31, 1999 and March 31, 2000 ..  17

                 Consolidated  Statements  of  Operations  for  the  years
                 ended  March  31,  1999  and  March  31,  2000 . . . . . . . . . .   18

                 Consolidated  Statement  of  Stockholders  Equity  for
                 the  years  ended  March  31, 1999 and March 31, 2000 . . . . . . .  19

                 Consolidated  Statements  of  Cash  Flows  for  the  years
                 ended  March  31,  1999  and  March  31,  2000 . . . . . . . . . .   20

                 Notes  to  Financial  Statements  . . . . . . . . . . . . . . . . .  21

       Item  8   Changes  and  Disagreements  with  Accountants  on
                   Accounting  and  Financial  Disclosure . . . . . . . . . . . . .   27


PART  III
       Item  9   Directors,  Executive  Officers, Promoters and Control Persons:
                 Compliance  with  Section  16(a)  of the Exchange Act . . . . . . .  28

       Item 10   Executive  Compensation . . . . . . . . . . . . . . . . . . . . . .  29

       Item 11   Security  Ownership  of  Certain Beneficial Owners and Management .  33

       Item 12   Certain Relationships and Related Transactions . . . . . . . . . .   33

       Item 13   Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
</TABLE>


                                        3
<PAGE>
                                     PART I
                                     ------

ITEM  1.     DESCRIPTION  OF  BUSINESS.

GENERAL

Caring  Products  International,  Inc.  and  its subsidiaries (collectively, the
"Company"  or  "CPI")  has  designed  a line of proprietary urinary incontinence
products  with  disposable  liners  which have been sold under the Rejoice name.
These  products  provide  a practical, convenient and cost effective solution to
the  special  needs  of  incontinent  adults.  The  Company's  primary  product
incorporates a two-piece incontinence management system consisting of a reusable
light-weight  cotton  pant  specifically  designed  to  look  and  feel  like
conventional  underwear  and  a  disposable,  highly  absorbent  liner.

Since  inception,  the  Company's  primary  activities  have  been geared to the
development of commercial markets for its incontinence products in the US and to
a  lesser  extent,  Canada  and  Europe.  In addition, the Company has sought to
diversify  its  product  line  interests  through  development of other consumer
products which can be sold to retail chains, catalog, direct mail or through the
Internet.  The  Company anticipates that the availability of the Rejoice product
line  will end during Fiscal 2001 with the anticipated closure of one or more of
its  warehouses on or about June 30, 2000 due to the lack of financial resources
to  replenish  its  inventory and support the ongoing sales and marketing of its
product  lines.

CORPORATE  HISTORY

The  Company,  Caring  Products  International,  Inc.,  a  Delaware corporation,
resulted from a series of corporate reorganizations and related transactions, as
follows:

First West Canada Capital Corporation ("FWCC") was originally incorporated under
the  laws  of the Province of British Columbia on December 6, 1984.  On December
20, 1993, FWCC renounced its original jurisdiction of incorporation and became a
Wyoming  corporation.  On December 23, 1993, FWCC merged into FWCC Merger Corp.,
a  wholly  owned  subsidiary  of  FWCC,  which  was incorporated in the State of
Delaware  on  December  7,  1993.  Prior  to  the  merger,  which  effected  the
reincorporating  of  FWCC  as  a  Delaware  corporation,  FWCC  was  an inactive
corporation  whose  shares  were  listed  for  trading  on  the  VSE.

On  November 4, 1992, Caring Products International, Inc. was incorporated under
the  laws  of  the  State  of Delaware ("Old Caring Products").  On December 30,
1993,  Old  Caring  Products  merged  with  and into FWCC Merger Corp., and FWCC
Merger  Corp. became the surviving corporation.  In connection with this merger,
the then existing officers and directors of FWCC Merger Corp. resigned, the then
existing  officers  and directors of Old Caring Products became the officers and
directors  of FWCC Merger Corp. and the name of the surviving entity was changed
to  Caring  Products  International,  Inc.

Caring  Products  Industries,  Ltd., a British Columbia corporation, is a wholly
                                                                   -
owned  subsidiary  of  Caring  Products International, Inc. and until March 1996
principally  engaged  in  pant production.  C.P. International, Inc., a Delaware
corporation, is also a wholly owned subsidiary of Caring Products International,
Inc.,  and  its  principal  business  is the sale and marketing of the Company's
products. Creative Products International, Inc., is a wholly owned subsidiary of
the Company organized to complete development and commercialize various products
unrelated  to  the  Company's  adult  incontinence product lines.  The term, the
"Company" as used herein, Caring Products International, Inc. and its current or
former  wholly  owned  subsidiaries,  Caring Products Industries, Ltd., Creative
Products  International,  Inc.  and  C.P.  International,  Inc.

In  June  1999,  Caring  Products  International, Inc. announced the spin-off of
Creative  Products International, Inc., ("CPII") a then wholly-owned subsidiary,
to  shareholders  of  record  as  of June 30, 1999. During June 1999 the Company
transferred  approximately  $170,000  of  intellectual  property associated with
development  stage  products  unrelated  to  the  Company's  adult  incontinence
products  to  CPII.  During  the  year,  the Company also transferred a total of
$350,000  to provide initial working capital to CPII.  On December 23, 1999, the
Company completed the spin-off to shareholders of record.  Shareholders received
one  share  of  CPII  common  stock  for  every  two  shares  of Caring Products
International, Inc. stock owned on the record date.  CPII is a development stage
company  with  interests  in  the  development  of certain consumer products and
retail-oriented  consumer  services  which  may,  at  some  future  date,  be
commercialized  through  retail,  the  Internet  or  direct mail markets.  It is


                                        4
<PAGE>
anticipated  that  these  products  and services will require additional capital
investment  and  the  development  of  marketing  and/or  licensing  partners to
complete  commercial  development.  There is no assurance that CPII will be able
to  secure  adequate  financial,  management and marketing resources to complete
product  development  and  organize a financially viable operating company.  The
shares  of  CPII  do not trade on any exchange.  There is also no assurance that
CPII  will be able to develop an active market for its securities in the future.

In  light  of  changes  in  the  chain  drug  retail  market which substantially
increased  the  costs required to support retail chain distribution for consumer
products  and  the  position  of  the  Company's  financial resources which were
substantially  less  than  the  Company's competition, the Board of Directors in
early 1999 announced its intention to review all the strategic options available
to  the  Company.  The  Company  also initiated a cost-cutting program to reduce
administrative,  marketing  and other related operating costs, while the Company
reviewed  its  options.   No  new inventory was added during the fiscal year and
sales  and  marketing  activities were reduced.  The Company anticipates that it
will close one or more of its sub-contracted inventory fulfillment warehouses on
or  about  June  30,  2000,  due  to  reduced  inventory and related storage and
distribution  needs  to  support  a  declining  customer  base.

Unless  otherwise indicated, all share and per share data contained herein gives
effect to a one-for-six reverse stock split and one-for-four reverse stock split
(the "Reverse  Stock Splits") of the Company's Common Stock effected on June 16,
1997  and  October  20,  1997,  respectively.

PRODUCTS

The  Company has designed a line of adult incontinence products that it believes
offers to those who suffer from light and moderate incontinence a more dignified
and  less  costly  alternative  to  their  traditional  options,  such  as adult
disposable  diapers, belted undergarments or guards.  The competing incontinence
products  designed  for  individuals  with  light  bladder  control problems are
similar to many feminine hygiene products which do not prevent side seepage when
a  person  is moving or sitting down.  The Company has not designed products for
the  incontinence  sufferer, usually bedridden individuals, who require products
for  heavier bladder control and protection for bed linen.  The Company believes
that the daily cost of using Rejoice incontinence products is significantly less
than  the  cost  of  using  competing  brand  name  disposable  diapers,  belted
undergarments  and  guards.

The  Company's  adult  incontinence  products consist of a reusable light-weight
cotton  pant  specifically designed to look and feel like conventional underwear
and  a disposable, highly absorbent, thin liner.  The liner fits securely into a
patented  channel  in  each  pant  which  the Company believes provides reliable
protection  against side seepage even when the wearer is moving or sitting down.
The  Company's  pants  are  manufactured  in a pull-on style and a wide range of
sizes.

SALES  AND  MARKETING

The  Company  developed  its products for home consumers with light and moderate
incontinence  such  as  individuals  recovering  from surgery, with neurological
diseases, women with interstitial cystitis and other chronic bladder infections,
or  spinal injuries.  These individuals are likely to have permanent rather than
temporary  incontinence  problems and require greater daily usage of liners than
individuals  with  very  light  or  light  incontinence.

The  Company's  marketing  efforts  to gain sources of product distribution have
been  focused  in  the  retail  market  and  certain  segments of the healthcare
market.  The  Company has utilized different marketing strategies for the retail
and  healthcare  segments  of its business which include surgical supply stores,
hospital  supply  companies  and  healthcare  oriented  catalogs.

The  Company  began  selling Rejoice in retail locations in the United States in
September  1995,  and  the  product  is  now  available  in several drug chains,
independent  pharmacies,  and  surgical  supply  stores.  As is customary in the
retail  industry,  the  Company  does not have any supply agreements with any of
such  stores.  In addition, the Company has to pay upfront listing allowances or
"slotting  fees"  to  gain  shelf  space in chain drug stores and participate in
in-store advertising programs, and accept charges for product that is damaged on
the  store  shelf from chain mishandling, pilferage of product contents or other
damage  which  affects  the  appearance  of  the  product  to  consumers  and is
considered  no longer in saleable condition to the retail chain.  These costs of
gaining  and  maintaining  shelf  space  vary  by  chain,  but  have  increased
significantly  during the period following the rapid consolidation of the retail
drug  chain  industry  in  1996 and 1997.  The industry is now dominated by four
drug  store  chains  plus  a  small  number  of  mass  merchants  with  national
distribution.


                                        5
<PAGE>
Because  of the substantially higher costs of maintaining a national advertising
presence  and  participating in certain in-store advertising programs, which was
beyond  the  Company's  resources,  distribution of Rejoice at national and most
regional  drug  chains  ended during 1999.  The Company's decision to end costly
in-store  advertising  and  shelf  placement  payment  programs  contributed  to
the termination of many distribution relationships.  The Company has experienced
difficulty  in  receiving  payment  from  some of its larger customers for goods
previously  shipped.  The  Company's  available  inventory  in  sizes and styles
requested  by the customer, which is declining due to lack of new production, is
also  a factor contributing to declining sales and working capital availability.


As  noted  in prior statements, due to the higher than expected costs of gaining
and  maintaining  distribution  at  chain  drug  stores  as  well  as  increased
competition  in  the marketplace from marketers with greater financial resources
than  the  Company,  the Company announced in February 1999, that it intended to
review  all  of  its strategic options.  Some of these options include licensing
the  Company's  incontinence  product  to  domestic  or  international  industry
participants,  seeking  acquisitions  of companies or products which can utilize
the  Company's  database  of  physicians,  home  consumers  or network of retail
brokers which assist in gaining distribution of products to retail grocery, drug
or  mass merchandiser chains, merging with another company, and ceasing the sale
of  the  Rejoice brand of incontinence products.  There is no assurance that the
Company  will  be  able  to  identify  a  marketing or licensing partner for the
Rejoice  brand  or  its  patent  or be able to successfully implement any action
related  to  a  re-structuring  of  the Company. The Company has not generated a
profit  for  an entire fiscal year since its inception and has relied on raising
new  equity  to  support  its  marketing  plans.  There is no assurance that the
Company  will  be  able  to  raise  new  sources of working capital or equity to
continue  the  Company's  business  operations.

MANUFACTURING  AND  FULFILLMENT

Historically,  the  Company  has "outsourced" certain operating processes and it
expects  to  continue to do so for the foreseeable future. The Company currently
subcontracts  the  warehousing  and  delivery  of  the Company's products.   The
Company has produced its adult incontinence pants through subcontractors located
in  Canada  and  Mexico  under  non-exclusive supply agreements.  There are many
low-cost  sources  of  production  for the Company's products available in Asia,
India  and Mexico. Although the Company has made the strategic decision to cease
production  while  it  considers  its  strategic  options  and conserves working
capital,  the  Company  believes that it would be able to begin production again
with  the  addition  of  significantly  greater  financial  resources,  updated
marketing  and  product  distribution  plan and participation of a marketing and
distribution  partner  to  adequately  support the re-introduction of a consumer
brand  into  highly  competitive  retail  or  healthcare  markets.

The  airlaid  raw  material  for  the  Company's liners has been manufactured by
Buckeye  Cellulose  Corporation, formerly known as Merfin Hygienic Products Ltd.
("Buckeye"),  a  producer  of  airlaid  paper.  There  are  other sources of raw
material  for  the  Company's  liners in Europe, Canada and the US. To date, the
Company  has  not encountered any difficulties in obtaining its requisite supply
of  liner  raw  material  for its adult incontinence or its children's products.

The airlaid raw material produced by an airlaid paper manufacturer is shipped to
subcontractors  in  the United States where it is converted into finished liners
according  to  the  Company's  specifications.  The  process of liner conversion
involves  slitting  the  finished  rolls  of raw materials into designated liner
lengths,  covering  each  liner  with  a  soft  cotton-like coverstock, adding a
self-adhesive  strip  to each liner and packaging the liners for shipment to one
of  the  Company's  fulfillment  centers  in  Harrisburg,  Pennsylvania; Sparks,
Nevada;  Dallas, Texas; or in Vancouver, Canada. The Company believes that there
are  numerous  options  for  liner  conversion  and  warehousing and fulfillment
services  and that it would not be difficult to make arrangements for additional
or  different  service  providers,  if  business needs required it.  The Company
closed  its  warehouse  facility  relationship in Vancouver, Canada in May 2000.

RESEARCH  AND  DEVELOPMENT

In prior years, the Company has devoted time and financial resources to research
and  development  activities to develop its current products and improvements to
those products.  These costs have declined in recent years, with expenditures of
$95,790  in  1999.  The Company did not incur any research and development costs
in  2000.  The  Company  does  not anticipate that research and development will
represent  a  significant  portion  of  its  expenses  in  the  future.


                                        6
<PAGE>
BACKLOG

The  Company  generally  ships within three to ten days of receipt of a purchase
order  depending  upon  the  size  of  the  order  and availability of requested
inventory.  Since the Company has not added to its inventory position during the
fiscal  year,  it  has  not been able to ship all requested product SKU's to its
customers  due  to  lack of inventory.  Without the addition of new resources to
the  Company  or  sale  or  licensing  of  the Company's product line to another
company, outstanding orders for products may not be filled on a timely basis, if
ever.

COMPETITION

The disposable incontinence products industry is highly competitive and consists
of  several  large  and  medium  sized  companies  as  well  as numerous smaller
companies.  Many  of  the  Company's  competitors  have financial, marketing and
other  resources  substantially  greater  than  the  Company's,  as  well  as  a
substantially longer history of operations than the Company.  Competition in the
industry  is  generally  based  on price, performance and comfort as well as the
ability  to adequately advertise product features and benefits to consumers on a
national basis and support distribution with in-store paid advertising, slotting
fees  and  other  in-store  promotion  monies.

The  retail  market  is  dominated by major national brand product manufacturers
including Kimberly Clark's Depend and Poise brands, Johnson & Johnson's Serenity
brand  and  Proctor  &  Gamble's Attends brand, which was recently sold to Paper
Pak,  another  industry  competitor.  In  addition  to  these  companies  which
collectively  dominate the market, the retail market for disposable incontinence
products is made up of medium sized and small companies, as well as a small, but
fast  growing, private label segment currently dominated by Confab, Inc. Each of
these  competitors  have  greater  resources for marketing and advertising their
brands  than  the  Company.

Proctor  &  Gamble  Company,  Kimberly Clark Corporation and INBRAND Corporation
dominate the healthcare market.  Several medium sized and numerous smaller firms
account  for  the  balance  of  the  healthcare  market.

PATENTS  AND  TRADEMARKS

In  November  1994,  the U.S. Patent and Trademark Office issued a patent to the
Company  covering  the  Company's  channel pant design, that expires on July 30,
2012.  Management  believes that favorable rulings on certain patent claims will
help  protect  against  new entrants into the combination two-piece incontinence
and  training  pant  market with similar designs that specifically guard against
side-seepage.

There is no assurance that additional products that the Company develops will be
patentable, that the issued patent will provide the Company with any competitive
advantages  or  will not be challenged by any third parties, or that the patents
of  others  will  not  have  an  adverse  effect  on  the  Company's  business.
Furthermore,  there  is no assurance that competitors will not be able to design
around  the  Company's  patented  products  or  develop or acquire substantially
equivalent  trade secrets and proprietary technology independent of the Company.
Competitors  of the Company may have filed applications for or may have received
patents,  and  may  obtain  additional  patents  and proprietary rights relating
to products that  compete  with  those  of  the  Company.  Litigation  and other
proceedings,  which  could  result  in  substantial  cost to the Company, may be
necessary  to  enforce  any patents issued to the Company to determine the scope
and  validity  of  third  party  proprietary  rights.  In  addition, there is no
assurance  that  any  patents  issued  to  the  Company  will not be challenged,
invalidated  or circumvented, or that the rights granted thereunder will provide
proprietary  protection  or  commercial  advantage  to  the  Company.

The  Company  uses  a number of trademarks and logos in connection with the sale
and  advertising  of its products.  The Company believes that its trademarks and
logos  are  of  considerable  value  to  its business and intends to continue to
protect  them  to the fullest extent possible. Although the Company protects its
proprietary technology in part by confidentiality agreements with its employees,
consultants  and  certain  contractors,  there  can  be  no assurance that these
agreements  will  not  be breached, that the Company will have adequate remedies
for  any  breach  or  that the Company's trade secrets will not otherwise become
known  or  be  independently  discovered  by  its  competitors.

During June 1999, the Company transferred approximately $170,000 of intellectual
property to Creative Products International, Inc. then a wholly owned subsidiary
of  the  Company.  As  part  of  the  agreement, the Company will retain certain
royalty  free  license  rights  for  use of the patent in the adult incontinence
market.


                                        7
<PAGE>
EMPLOYEES

During Fiscal 2000, the Company steadily reduced the number of salaried staff as
part of a administrative cost-cutting effort.  As of March 31, 2000, the Company
employed  several  part-time  administrative  and  accounting staff as well as 3
persons on a full-time salaried basis.  Of the full time staff, one was employed
in  operations  and  two  in  marketing  and sales.  The Company does not have a
collective  bargaining  agreement  with  any  of  its employees, and the Company
considers  its  employee  relations  to  be  satisfactory.

ITEM  2.     DESCRIPTION  OF  PROPERTIES

The  Company  terminated its lease at 200 First Avenue West, Suite 200, Seattle,
Washington  on June 30, 1999 without penalty.  The Company is not subject to any
lease  agreement.

ITEM  3.     LEGAL  PROCEEDINGS

None.

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

The  Company did not submit any matters to a vote of its security holders during
the  fourth  quarter  of  the  fiscal  year  ending  March  31,  2000.


                                        8
<PAGE>
                                     PART II
                                     -------

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

(A)(1)   MARKET  INFORMATION

The  Company's Common Stock traded on the Vancouver Stock Exchange ("VSE") under
the  symbol  "CPI"  since  January  1994,  following its merger with FWCC Merger
Corp.,  and  under  the  symbol  "CRP" since June 16, 1997, and under the symbol
"CPM"  since  November  4,  1997,  and has also traded on the OTC Bulletin Board
under  the symbol "CGPD" since August 14, 1997 and under the symbol "CGPDD" from
October  21,  1997  through November 20, 1997, and commencing November 21, 1997,
under  the  symbol "CGPD."  On December 15, 1997, the Common Stock began trading
on  the  Nasdaq SmallCap Market under the symbol  "BDRY".  On June 21, 1999, the
common  stock  began  to  trade  on  OTC  Bulletin Board under the ticker symbol
"BDRY".

The  following table sets forth the high and low bid prices for the Common Stock
on  the Nasdaq SmallCap Market for the periods indicated.  All prices are stated
in  U.S.  dollars:

                                                       ACTUAL
                                                   HIGH       LOW
                                                   ----       ---

Fiscal Year Ending March 31, 1999
     First  Quarter                              $ 2.88    $ 1.69
     Second  Quarter                               3.44      1.75
     Third  Quarter                                1.94       .25
     Fourth  Quarter                               1.19       .41

                                                       ACTUAL
                                                   HIGH       LOW
                                                   ----       ---

Fiscal Year Ending March 31, 2000
     First  Quarter                              $ .375    $ .125
     Second  Quarter                               .218      .062
     Third  Quarter                                .110      .031
     Fourth  Quarter                              2.000      .070

On May 26, 2000, the closing price of the Common Stock on the OTC Bulletin Board
Market  was  $.50

(A)  (2)     RECENT  SALES  OF  UNREGISTERED  SECURITIES

     No securities that were not registered  under the Securities Act of 1933 as
     amended (the "Act") have been issued or sold by the  Registrant  within the
     past two years, except as described below. The share information below does
     not reflect the Reverse Stock Splits except as otherwise noted.

     1. On May 8, 1997, the Company  obtained an additional  bank line of credit
     and issued to the guarantor thereof,  Bradstone Equity Partners Inc. (f/k/a
     H.J.  Forest  Products  Inc.),  warrants to purchase  31,667  shares  (post
     reverse splits) of Common Stock at $7.44 per share at any time until May 8,
     1998 and thereafter at $8.64 per share. Bradstone Equity Partners Inc. is a
     Canadian publicly held corporation.  These warrants were issued pursuant to
     Regulation S. On May 5, 1998, the Company reduced the exercise price of the
     warrants to $1.875 per share. These warrants expired on May 8, 1999.

     2. From time to time during the past three  years,  the Company has granted
     options and issued  warrants to officers,  directors  and  employees of the
     Company.  The grants of options have been made at exercise  prices  ranging
     from $12.00 to $24.00 per share and the grants of  warrants  have been made
     at exercise  prices  ranging  from $7.44 to $19.20 per share.  To date,  no
     options  have been  exercised.  On May 5, 1998,  the Company  canceled  and
     reissued all options  outstanding  under the 1993 and 1996 Stock  Incentive
     Plans and reduced the exercise price to $1.875 per share  (representing the
     closing  price per share of the common  stock on that date).  To the extent
     options or warrants have been issued by the Company to U.S.  persons,  they
     have been issued to sophisticated  investors  pursuant to the exemption for
     transactions  not involving a public  offering  provided in Section 4(2) of
     the Act,  and the  securities  have  been  appropriately  legended.  No new
     options were granted during the fiscal year ended March 31, 2000.


                                        9
<PAGE>
     3. In connection with the settlement of certain litigation,  on October 22,
     1997, the Company issued to three plaintiffs  two-year warrants to purchase
     an aggregate of 8,000 shares of Common Stock at an exercise  price of $3.34
     per share.  These warrants were issued to sophisticated  investors pursuant
     to the exemption for transactions not involving a public offering  provided
     in Section  4(2) of the Act,  and the  securities  have been  appropriately
     legended. These warrants expired on October 22, 1999.

     4. On December  15, 1997,  the Company  completed a public  offering  ('the
     Offering") of 1,750,000  units at $5.00 per unit,  each unit  consisting of
     one share of the Company's Common Stock and a five-year warrant to purchase
     one additional  share at a price  equivalent to 150% of the unit price,  or
     $7.50. Pursuant to the underwriter's  agreement,  the exercise price of the
     warrants was reduced to $6 at March 31, 1999.

     5. On May 5, 1998, the Company issued to Bradstone  Equity  Partners,  Inc.
     warrants to  purchase  50,000  shares of Common  Stock at $1.875 per share.
     Bradstone Equity Partners,  Inc. is a Canadian  publicly held  corporation.
     These  warrants  were  subsequently  amended to expire  May 4, 2003.  These
     warrants were issued pursuant to Regulation S. These options expired May 4,
     2000.

     6. On January 31, 1999, the Company issued to two  non-executive  employees
     warrants to purchase one share of common stock at $1.875 until  January 31,
     2004.  The amount of warrants  issued was 130,000.  The warrants  have been
     issued  to   sophisticated   investors   pursuant  to  the   exemption  for
     transactions  not involving a public  offering  provided in Section 4(2) of
     the Act, and the securities have been appropriately legended.

     7. On January 31,  1999,  the Company  issued to a  non-executive  employee
     warrants to purchase  18,750 shares of common stock at $5 until January 31,
     2004. The warrants have been issued to sophisticated  investors pursuant to
     the exemption for transactions not involving a public offering  provided in
     Section  4(2)  of the  Act,  and the  securities  have  been  appropriately
     legended.

     8. On June 30, 1999 the Company issued a total of 275,000 restricted shares
     under the 1999 Restricted  Share plan to 4 employees of the Company.  These
     shares  have  been  issued  to  sophisticated  investors  pursuant  to  the
     exemption  for  transactions  not involving a public  offering  provided in
     Section  4(2)  of the  Act,  and the  securities  have  been  appropriately
     legended.

(B)     HOLDERS

The  number of record holders of the Company's Common Stock as of March 31, 2000
was  100.

(C)     DIVIDENDS

The  Company  has  never paid a dividend on its Common Stock.  It is the present
policy  of  the  Company  not  to  pay  cash dividends on the Common Stock.  Any
payment  of  cash  dividends on the Common Stock in the future will be dependent
upon  the  Company's  financial  condition,  results  of operations, current and
anticipated  cash  requirements,  plans  for expansion, as well as other factors
that  the  Board  of  Directors  deems  relevant.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

THE  FOLLOWING  ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF
THE  COMPANY  SHOULD  BE  READ  IN  CONJUNCTION  WITH THE CONSOLIDATED FINANCIAL
STATEMENTS,  INCLUDING  THE NOTES THERETO, OF THE COMPANY CONTAINED ELSEWHERE IN
THIS  FORM  10-KSB.

OVERVIEW

From  the date of the Company's incorporation in November 1992 through September
1995  when  it  began  marketing Rejoice, the Company was principally engaged in
various  activities,  including  product  development,  technology  acquisition,
recruitment of employees, identification of sources of subcontracted production,
organization  of  marketing  and  production  headquarters,  market research and
testing,  trademark  and  patent filings and the raising of funds to support the
Company's  substantial  product  development  expenses.  Revenues  from  various
product  test-marketing  programs in retail, catalog, direct mail and healthcare
markets  during  that  period  were  nominal.


                                       10
<PAGE>
Until  March  1996,  the  Company produced pants in its own facility in Burnaby,
British  Columbia.  The  Company  secured a new source of pant production during
the fiscal year ended March 31, 1997 from a large underwear manufacturer located
in  Northern  Mexico.  That producer offered a lower per unit pant cost than the
Company's  per  unit  pant  cost  at  its  own  facility  in Canada or through a
Canadian-based  pant  subcontractor.  During Fiscal 1998, the Company closed its
pant  manufacturing  facility in Burnaby.  Since inception, the Company produced
its  liner  products  through  sub-contractors  located  in  Canada  and the US.

In  September 1995, the Company shipped product to its first regional drug store
chain  for  storewide distribution and shelf placement.  In subsequent years the
Company  expanded  product  distribution  to  include  larger chain drug stores,
Veteran's hospitals, catalogs, independent pharmacies and surgical supply stores
as  well  as  promotional  distribution  on televised home shopping stations and
other  specialty  product  outlets.

As  discussed  below,  the fiscal year ended March 31, 1999 was characterized by
nominal  sales  offset  by  significant  expenses  associated  with  product
distribution,  promotion,  slotting  fees  and  other  in-store  advertising and
certain reductions to inventory valuation due to slower moving items or specific
pant  styles  which  were discontinued.  During the year, the Company also ended
primary  advertising  to  retain  the  Company's  cash  resources.

Given the high costs associated with increasing and maintaining distribution for
its  incontinence  products  at  larger  retail  drug  chain  stores,  increased
competition,  and  executive  management  changes,  in  early  1999, the Company
announced  its  intent  to  evaluate  all  of  its  strategic  options including
licensing  the  Company's  products,  merging  with  another  company, potential
acquisitions,  obtaining  new  sources  of equity and cost-cutting measures.  As
part of the Company's cost cutting measures in fiscal year ended March 31, 1999,
the  Company  ceased  paid  advertising to consumers and participation in costly
in-store  chain  promotions  which are a requirement to remain on the shelves of
many  large drug store chains in the US. The Company further reduced its payroll
and  other  administrative  costs.  There  is  no  assurance  that  any of these
measures  will  improve the Company's cash flow, reduce the Company's losses, or
increase  the  sales  and/or  distribution  for  the  Company's products without
increased  expense  to  the  Company.

The  Company  announced  the  spin-off  of Creative Products International, Inc.
("CPII")  a  then  wholly-owned  subsidiary  of  the  Company in June 1999.  The
Company  determined  that  the  product  development  and  the  potential  to
commercialize  products  and services unrelated to the adult incontinence market
were  better  served  in a separate company.  The Company also determined at the
time of spin-off announcement that the two companies have different dynamics and
were  subject to different competitive forces and must be managed with different
development  strategies,  capital  structures,  and management teams with skills
conducive  to each company's business needs.  The spin-off of CPII was completed
in December 1999.  Each shareholder of record of the Company received 1 share of
CPII  for  every  two  shares  of  the  Company.

During  the  fiscal  year ended March 31, 2000, the Company's sales continued to
decline  due to the elimination of brand advertising support programs and costly
in-store  chain  advertising.   While  the  Company  has  significantly  reduced
expenditures in all aspects of the Company's operations, it expects that it will
continue  to lose money.  Further the Company has taken additional reductions to
its  inventory  value to reflect reduced demand for the Company's products, poor
mix  of  SKU's  to  meet  current  customer  orders and deteriorating market and
distribution  network for the Company's brand.  As a result of the foregoing the
Company  anticipates  that  it will close one or more of its product fulfillment
centers  when  the  available  inventory  mix at each of three remaining product
storage and fulfillment centers is unable to generate sufficient sales to exceed
the  costs  of  maintaining the center.  It is anticipated that the Company will
begin to close one or more of its fulfillment centers on or about June 30, 2000.
The  Company  is  not under contractual obligation and may close any facility at
any  time,  without  ongoing  expense  to  the  Company.

RESULTS  OF  OPERATIONS

COMPARISON  OF  THE  FISCAL  YEAR  ENDED MARCH 31, 1999 TO THE FISCAL YEAR ENDED
MARCH  31,  2000

Revenues  decreased from $1,235,918 in Fiscal 1999 to $538,489 in Fiscal 2000, a
56% decrease.  The decrease was a result of decreased distribution of Rejoice in
regional  and  national  chain  drug  stores,  decreased support of the brand in
consumer advertising, increased problems for long-term consumers to find a local
source  of  supply  for  the  brand,  and lack of available products sold in the
quantities  and  styles  desired by national distributors of consumer healthcare
products.


                                       11
<PAGE>
Cost  of  sales  decreased  from $2,161,229 in Fiscal 1999 to $490,742 in Fiscal
2000,  a  decrease  of 77%.  This decrease is attributable to the affects of the
reduction  of  inventory  valuation taken at the end of Fiscal 1999.   In Fiscal
Years  1999  and  2000,  the  Company  did  not add to its inventory through new
production.  For  the  fiscal  year  ended  2000,  the Company generated a gross
profit  of  $47,747  as  compared  to a negative gross profit of $925,311 in the
prior  fiscal  year.

Total  operating expenses decreased from $3,417,016 in Fiscal 1999 to $1,093,020
in  Fiscal  2000,  a 68% decrease.  This decrease reflects the implementation of
the  Company's cost cutting programs which included reductions in payroll, sales
and  advertising,  product  storage and distribution, customer service and other
administration  associated with serving a national consumer base which purchases
products  through  chain  drug stores to a smaller consumer base which purchases
products  through  direct  mail,  regional  drug  stores  and  catalogs.

Sales  and  marketing  costs  decreased  90%  from  $1,795,920 in Fiscal 1999 to
$168,235  in  Fiscal  2000.  Specific  reductions  included  the  reduction  in
marketing and travel costs associated with soliciting new accounts and providing
advertising  and  marketing  support  to  generate  consumer sales at sources of
product  distribution.

General and administrative expenses decreased 43% from $1,538,518 in Fiscal 1999
to  $877,326  in  Fiscal  2000.  Accounting  and  legal  fees  continued to be a
significant  portion  of administration costs due to specific filing, accounting
and  other  requirements  to  complete  the spin-off of CPII during Fiscal 2000.
Depreciation  and  amortization expense decreased from $82,578 in Fiscal 1999 to
$47,459  in Fiscal 2000, a 43% decrease.  The decrease is primarily attributable
to  the  transfer  of  assets  to  CPII  which  was  subsequently  spun-off  to
shareholders  as  a separate operating company and reduction of value of certain
equipment.

Interest  expense decreased from $9,992 in Fiscal 1999 to $741 in Fiscal 2000, a
93%  decrease.  This  decrease  was  attributable  to  reduction  in  short-term
obligations.  Interest  income  generated was $12,285 in Fiscal 2000 compared to
$85,231  in  Fiscal  1999.  This  decrease was attributable to reduction in cash
balances  in  interest  bearing  deposits.

The Company generated other income of $408,251 during Fiscal 2000 as compared to
$85,231  in  Fiscal  1999,  a  379% increase.  This increase was attributable to
several  negotiated  reductions  in  accounts  payable,  a  refund  from a chain
retailer  and  other  reductions  to  costs  incurred  in  prior  periods.

As a result of the foregoing, the Company generated a loss of $753,224 in Fiscal
2000  as  compared  to  $4.2  million in Fiscal 1999, an 82% reduction.  The net
loss  per  share  decreased  from  $1.53  to $.25, an 84% reduction.  During the
Fiscal  year  ended  2000,  the  number  of  shares  outstanding  increased from
2,781,343  to  3,056,343.

On  December  14,  1997,  US  $350,160.05  was  deposited into an account at the
direction  of  the  Company's  former  Chief Executive Officer, Mr. William H.W.
Atkinson,  to  secure an undisclosed personal commitment between the CEO and his
brother.  On  January  12, 1998, the former CEO signed a personal guarantee form
and  designated  Company  funds  as  security  for  the personal guarantee.  The
existence of the pledge was brought to the Company's attention by the depository
in  late  September.  The  Board  of  Directors  immediately  initiated  an
investigation  with  respect  to the pledge and related matters.  On November 8,
1998, the Board took action to prevent the application of the Company's funds to
support the personal guarantee, removed Mr. Atkinson as Chairman, and terminated
his  employment  contract with the Company, pursuant to its terms. The Company's
Chief  Financial  Officer,  Sandra  Sternoff,  resigned.   Susan  Schreter
subsequently  assumed  the  responsibilities  of  CEO.  On November 13, 1998 the
depository  notified  the  Company  that  it  had placed a hold on the Company's
accounts  pending  an investigation of documentation.  The Company responded and
filed  a  lawsuit  against the depository demanding the release of the Company's
funds.  On  February  9,  1999,  the  Company  settled  its  litigation with the
depository.  A total of US $360,913.65, representing both US and Canadian dollar
accounts,  was  returned  to  the  Company  and  the Company was released by the
depository  from  further  potential  liability under the unauthorized guarantee
signed  by  Mr.  Atkinson.  Both  accounts  at  the depository were subsequently
closed.  The  loss,  not  including  legal  expenses  of  over  $100,000,  was
approximately  US  $57,000.


                                       12
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company has historically financed its operations through the sale of equity
and  debt.  The  Company  did  not  generate  new  funding  through  the sale of
securities,  exercise  of  stock options or warrants or new debt to the Company.

As  of March 31, 2000 the Company's principal sources of liquidity included cash
of  $181,763,  net  accounts  receivable of $57,498 after allowance for doubtful
accounts  of  $3,026  and inventory of $15,715. The Company reduced the value of
its  inventory  by $166,153 to reflect certain slower moving SKU's, reduction to
distribution  and  anticipation  that  it  will  close  certain  product storage
fulfillment  centers  during  the  second  fiscal  quarter  of  2001.

During  Fiscal  2000,  the Company transferred $350,000 and certain intellectual
property  to  its wholly-owned subsidiary CPII.  This company was later spun-off
to  shareholders.  The  spin-off  resulted  in a reduction to the Company's cash
resources.

The  Company's  operating  activities  used  cash of $177,434 for the year ended
March  31,  2000.    The  Company's  future  liquidity  will be dependent on the
Company's  ability to continue to sell its remaining inventory, reduce expenses,
close  some  or all of its warehouses on a timely basis, sell its brand, collect
its  receivables,  obtain  a  merger  candidate  for  the Company, or obtain new
sources  of debt or equity.  There is no assurance that the Company will be able
to  generate  the  funds needed to offset its current or future obligations on a
timely  basis.

OTHER  MATTERS

DISCLOSURES  ABOUT  SEGMENTS  OF  AN  ENTERPRISE  AND  RELATED  INFORMATION

During  1998,  the  Company  adopted the provisions of SFAS No. 131, Disclosures
About  Segments  of  an  Enterprise  and  Related Information ("SFAS 131") which
establishes  standards  for  the  way  public business enterprises are to report
information about operating segments in annual financial statements and requires
those  enterprises  to  report  selected information about operating segments in
interim  financial  reports  issued  to  shareholders.  It  also establishes the
related  disclosures  about  products  and services, geographic areas, and major
customers.  The  adoption of SFAS 131 had no significant impact on the Company's
consolidated  financial  statements.

FORWARD  LOOKING  STATEMENTS

This Form 10-KSB and other reports and statements filed by the Company from time
to time with the Securities and Exchange Commission (collectively the "Filings")
contain or may contain forward-looking statements and information that are based
upon  beliefs  of,  and  information  currently  available  to,  the  Company's
management,  as  well  as  estimates  and  assumptions  made  by  the  Company's
management.

When  used  in  the  Filings,  the  words  "anticipate",  "believe", "estimate",
"expect",  "future", "intend", "plan" and similar expressions, as they relate to
the  Company  or  the Company's management, identify forward-looking statements.
Such  statements reflect the current view of the  Company with respect to future
events  and  are subject to risks, uncertainties and assumptions relating to the
Company's  operations and results of operations, competitive factors and pricing
pressures,  shifts in market demand, the performance and needs of the industries
which  constitute the customers of the Company, the costs of product development
and  other  risks and uncertainties, including, in addition to any uncertainties
with  respect  to  management  of  growth,  increases  in sales, the competitive
environment,  hiring  and  retention  of  employees,  pricing,  new  product
introductions,  product  productivity,  distribution  channels,  enforcement  of
intellectual  property  rights,  possible  volatility of stock price and general
industry  growth  and economic conditions.  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.


                                       13
<PAGE>
ITEM  7.     FINANCIAL  STATEMENTS.

The  following  consolidated  financial  statements  of  Caring  Products
International,  Inc.  are  included  in  Item  7:

     Consolidated  Balance  Sheets  at  March  31,  1999  and  2000.

     Consolidated  Statements  of  Operations for the Years Ended March 31, 1999
     and  2000.

     Consolidated  Statement  of  Stockholders' Equity for the Years Ended March
     31,  1999  and  2000.

     Consolidated  Statements  of  Cash Flows for the Years Ended March 31, 1999
     and  2000.

     Notes  to  Consolidated  Financial  Statements.


                                       14
<PAGE>



                       CARING PRODUCTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                        Consolidated Financial Statements

                             March 31, 1999 and 2000

                   (With Independent Auditors' Report Thereon)


                                       15
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -


The  Board  of  Directors
Caring  Products  International,  Inc.

We  have audited the accompanying consolidated balance sheets of Caring Products
International,  Inc.  and  subsidiaries as of March 31, 1999 and March 31, 2000,
and the related consolidated statements of operations, stockholders' equity, and
cash  flows  for  the years then ended.  These consolidated financial statements
are  the  responsibility  of the Company's management.  Our responsibility is to
express  an  opinion  on  these  consolidated  financial statements based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the consolidated financial position of Caring
Products  International,  Inc.  and subsidiaries as of March 31, 1999 and  March
31, 2000, and the results of their operations and their cash flows for the years
then  ended  in  conformity with accounting principles generally accepted in the
United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As shown in the financial
statements,  the  Company  incurred a net loss of $753,224. These factors, among
others,  as  discussed  in Note 3 to the financial statements, raise substantial
doubt  about the Company's ability to continue as a going concern.  Management's
plans  in  regard  to these matters are also described in Note 3.  The financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.

/s/  GRANT  THORNTON  LLP
Seattle,  Washington
June  5,  2000


                                       16
<PAGE>
<TABLE>
<CAPTION>
                  CARING PRODUCTS INTERNATIONAL, INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS
                                        MARCH 31,


                                         ASSETS


                                                                 1999           2000
                                                             -------------  -------------
<S>                                                          <C>            <C>
Current Assets
  Cash                                                       $    707,847   $    181,763
  Accounts receivable less allowance
     of $460,000 and $3,026, respectively                         353,263         57,498
  Inventory                                                       560,338         15,715
  Prepaid expenses                                                 25,208         24,091
                                                             -------------  -------------

        Total current assets                                    1,646,656        279,068

  Equipment, net                                                  143,798         20,338
  Intangible assets, net                                          173,580              -
  Other assets                                                     18,041              -
                                                             -------------  -------------

                                                             $  1,982,075   $    299,406
                                                             =============  =============


          LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                           $    326,745   $    107,945
  Accrued liabilities                                              43,826         24,621
  Customer deposits                                               244,575              -
                                                             -------------  -------------

        Total current liabilities                                 615,146        132,566
Stockholders Equity
  Preferred stock, par value $0.01 per share; authorized,
     1,000,000 shares; none outstanding                                 -              -
  Common stock, par value $0.01 per share; authorized,
     15,000,000 shares; issued and outstanding, 2,781,343
     and 3,056,343 in March 31, 1999 and 2000, respectively        27,814         30,564
  Additional paid-in capital                                   19,681,685     19,232,069
  Accumulated deficit                                         (18,342,570)   (19,095,794)
                                                             -------------  -------------

        Total stockholder's equity                              1,366,929        166,839
                                                             -------------  -------------

                                                             $  1,982,075   $    299,405
                                                             =============  =============
</TABLE>

                 See accompanying notes to consolidated statements


                                       17
<PAGE>
<TABLE>
<CAPTION>
                  CARING PRODUCTS INTERNATIONAL, INC. AND
                              SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE YEARS ENDED MARCH 31,

                                                    1999          2000
                                                ------------  ------------
<S>                                             <C>           <C>
Revenues                                        $ 1,235,918   $   538,489
Cost of Sales                                     2,161,229       490,742
                                                ------------  ------------

      Gross profit (loss)                          (925,311)       47,747

Operating expenses
  Selling                                         1,795,920       168,235
  General and administrative                      1,538,518       877,326
  Amortization and depreciation                      82,578        47,459
                                                ------------  ------------

      Total operating expenses                    3,417,016     1,093,020
                                                ------------  ------------

      Loss from Operations                       (4,342,327)   (1,045,273)

Other income (expense)
  Other income                                       85,231       408,251
  Interest expense                                   (9,992)         (741)
  Loss on sale of assets                                  -       (96,365)
  Other, net                                          8,361       (19,096)
                                                ------------  ------------

                                                     83,600       292,049
                                                ------------  ------------

      Net loss                                  $(4,258,727)  $  (753,224)
                                                ============  ============


  Common shares outstanding                       2,781,343     3,056,343

  Net loss per common share basic and diluted   $     (1.53)  $     (0.25)
                                                ------------  ------------

        Weighted average common shares            2,781,343     2,987,781
                                                ------------  ------------
</TABLE>

             See accompanying notes to consolidated statements


                                       18
<PAGE>
<TABLE>
<CAPTION>
                    CARING PRODUCTS INTERNATIONAL, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THEYEARS ENDED MARCH 31, 1999 AND MARCH 31, 2000


                                      COMMON STOCK     ADDITIONAL                      TOTAL
                                 --------------------    PAID-IN      ACCUMULATED   STOCKHOLDERS'
                                   SHARES     AMOUNT     CAPITAL        DEFICIT        EQUITY
                                 ----------  --------  ------------  -------------  ------------
<S>                              <C>         <C>       <C>           <C>            <C>
Balance at April 1, 1998         2,781,343   $27,814   $19,686,115   $(14,083,843)  $ 5,630,086
Offering expenses                        -         -        (4,430)             -        (4,430)
Net Loss for the year ended              -         -             -     (4,258,727)   (4,258,727)
                                 ----------  --------  ------------  -------------  ------------
Balance at March 31, 1999        2,781,343    27,814    19,681,685    (18,342,570)    1,366,929
Restricted common stock issued
  to employees                     275,000     2,750        52,250              -        55,000
Investment in Creative Products
  common stock                     384,000     3,840        15,360              -        19,200
Spin off of Creative Products     (384,000)   (3,840)     (517,226)             -      (521,066)
Net Loss for the year ended              -         -             -       (753,224)     (753,224)
                                 ----------  --------  ------------  -------------  ------------
Balance at March 31, 2000        3,056,343   $30,564   $19,232,069   $(19,095,794)  $   166,839
                                 ==========  ========  ============  =============  ============
</TABLE>

                 See accompanying notes to consolidated statements


                                       19
<PAGE>
<TABLE>
<CAPTION>
               CARING PRODUCTS INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             YEARS ENDED MARCH 31,


Increase (Decrease) in Cash                                    1999         2000
                                                           ------------  ----------
<S>                                                        <C>           <C>
Cash flows from operating activities
  Net loss                                                 $(4,258,727)  $(753,224)
  Adjustments to reconcile net loss to net cash
    used in operating activities
    Amortization and depreciation                              116,333      47,459
    Issuance of restricted common stock to employees                 -      55,000
    Provision for losses in accounts receivable                436,721     456,974
    Provision for losses in inventory                        1,094,983     166,153
    Write-off of intangible assets                              15,000           -
    Loss from disposal of equipment                                573      96,365
    Accounts receivable                                       (189,189)   (161,209)
    Inventories                                                608,012     378,470
    Prepaid expenses                                            (9,426)      1,117
    Other assets                                                     -      18,041
    Accounts payable                                          (713,351)   (218,800)
    Accrued liabilities                                        (24,962)    (19,205)
    Customer deposits                                          244,575    (244,575)
                                                           ------------  ----------
      Net cash used in operating activities                 (2,679,458)   (177,434)

Cash flows from investing activities
  Intangible expenditures                                      (23,834)          -
  Proceeds from sale of equipment                                    -       1,350
                                                           ------------  ----------
      Net cash (used in) provided by investing activities      (23,834)      1,350

Cash flows from financing activities
  Payment on deferred offering costs                            (4,430)          -
  Investment in Creative Products common stock                       -      19,200
  Cash contributed to Creative Products                                   (369,200)
                                                           ------------  ----------
      Net cash used in financing activities                     (4,430)   (350,000)
                                                           ------------  ----------

Decrease in cash                                            (2,707,722)   (526,084)

Cash at beginning of period                                  3,415,569     707,847
                                                           ------------  ----------

Cash at end of period                                      $   707,847   $ 181,763
                                                           ============  ==========

Supplemental cash flow information:
  Cash paid for interest                                   $     9,992   $     741
                                                           ============  ==========

Noncash investing and financing activities:
  Net book value of assets spun off to Creative Products   $         -   $ 151,866
                                                           ============  ==========
</TABLE>

                 See accompanying notes to consolidated statements


                                       20
<PAGE>
                       CARING PRODUCTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 1999 AND 2000



(1)  DESCRIPTION  OF  BUSINESS  AND  BASIS  OF  PRESENTATION

     (a)  DESCRIPTION OF BUSINESS
          Caring Products International,  Inc. (CPI) is organized under the laws
          of the state of Delaware.  CPI's business is the marketing and selling
          of proprietary adult urinary incontinence  products,  primarily in the
          United States. The Company anticipates that it will cease active sales
          of its brands in Fiscal  2001 unless it obtains new funding to support
          its operations.

     (b)  BASIS OF PRESENTATION
          These  consolidated  financial  statements  are prepared in accordance
          with generally accepted accounting  principles in the U.S. and present
          the financial position, results of operations and changes in financial
          position of CPI and its wholly-owned subsidiaries  (collectively,  the
          "Company").  All material inter-company balances and transactions have
          been eliminated in consolidation.

(2)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     (a)  INVENTORIES
          Inventories  are  stated at the lower of cost,  as  determined  by the
          first-in, first-out method, or market (net realizable value).

     (b)  EQUIPMENT
          Equipment  is  stated  at  cost  less  accumulated   depreciation  and
          amortization.  Depreciation  and  amortization is calculated using the
          straight-line  method over the  estimated  useful  lives of the assets
          ranging from 2 to 5 years.

     (c)  INTANGIBLE ASSETS
          Intangible  assets,  representing  technology  purchased  and costs of
          patents,  copyrights and trademarks,  are stated at cost. Amortization
          is recorded using the straight-line  method over the assets' estimated
          useful  lives which do not exceed 10 years.  The Company  periodically
          reviews its intangible assets to assess recoverability.  Impairment is
          recognized  in  operating  results when  intangible  assets are deemed
          unrecoverable.

     (d)  REVENUE RECOGNITION
          The  Company  recognizes   revenue  and  establishes   provisions  for
          estimated  product returns when its products are shipped to customers.
          Products  of the  Company  held by various  third  party  storage  and
          delivery companies are not recognized in revenue,  but are included in
          inventory.

     (e)  RESEARCH AND DEVELOPMENT
          Research and development costs are expensed as incurred.

     (f)  FOREIGN CURRENCY TRANSLATION
          The Company  considers the U.S. dollar to be its functional  currency.
          The  Company  has  a  wholly  owned  subsidiary,  located  in  Canada.
          Accordingly,  transactions  by the subsidiary  denominated in Canadian
          dollars are re-measured at the exchange rates in effect at the date of
          the  transaction.  At  each  balance  sheet  date,  monetary  balances
          denominated in currencies  other than the U.S.  dollar are re-measured
          using current exchange rates.

          Gains and losses  resulting  from foreign  currency  transactions  are
          included in other, net, in the consolidated  statements of operations.
          Gains and losses arising from these transactions for each of the years
          ended  March  31  include  a loss of  $133,205  for 1999 and a gain of
          $6,758 for 2000, respectively.


                                       21
<PAGE>
     (g)  LOSS PER SHARE
          Loss per  share is based on the  weighted  average  number  of  common
          shares  outstanding during each period. The weighted average number of
          common shares was 2,781,343 as of March 31, 1999,  and 2,987,781 as of
          March 31, 2000,  respectively.  The effect of common equivalent shares
          on the  computation of loss per share assuming  dilution for the years
          ended  March  31,  1999  and  March  31,  2000 was  anti-dilutive  and
          therefore is not included.

     (h)  USE OF ESTIMATES
          The  preparation of  consolidated  financial  statements in conformity
          with generally accepted  accounting  principles requires management to
          make  estimates and  assumptions  that affect the reported  amounts of
          assets  and  liabilities  and  disclosure  of  contingent  assets  and
          liabilities  at the date of the financial  statements and the reported
          amounts of revenues and expenses during the reporting  period.  Actual
          results could differ from these estimates.

     (i)  ADVERTISING COSTS
          Advertising  costs are expensed as incurred.  Advertising  expense was
          approximately  $530,000  and $0 for the years ended March 31, 1999 and
          2000, respectively.

(3)  GOING  CONCERN

     As shown in the consolidated  financial statements,  the Company incurred a
     net loss of  $4,258,727  in 1999 and  $753,224 in 2000.  The  Company  also
     incurred  a  negative  gross  profit of  $925,311  in March 31,  1999 and a
     nominal gross profit in 2000.  These  factors,  as described  below,  raise
     doubt  about the  Company's  ability to continue  as a going  concern.  The
     Company's  ability to continue as a going  concern is  contingent  upon its
     ability  to  maintain  positive  cash flow  from  operating  and  financing
     activities. In early 1999, the Company announced its intent to evaluate all
     of its  strategic  options  including  licensing  the  Company's  products,
     potential  acquisitions,  obtaining new sources of equity and  cost-cutting
     measures.  There is no assurance that the Company will be successful in its
     efforts to significantly improve its financial and operating condition. The
     Company  has not added to its  inventory  since the fiscal year ended March
     31,  1998.  Due to the  declining  inventory  position  of the  Company and
     reduced sales  activity,  the Company  anticipates  that it will run out of
     salable inventory during the fiscal year ending March 31, 2001. The sale of
     inventory has been a primary  source of funds for the Company's  operations
     during the fiscal year ended March 31, 2000.

(4)  CONCENTRATION  OF  RISK

     The Company maintains cash equivalents with various financial  institutions
     located  in the U.S.  and  Canada.  The  Company's  policy  is to limit the
     exposure at any one  financial  institution  and to invest solely in highly
     liquid investments that are readily  convertible to cash. The Company sells
     its products to various customers located primarily in the U.S.

(5)  INVENTORIES

     The Company wrote down $166,153 of inventory in 2000 to account for certain
     products  that  were  held  for  more  than  a 12  month  period,  products
     specifically  packaged for a retail chain or a specific market in which the
     Company's products are no longer in active distribution, to reflect reduced
     sales  activity  from  lack of  advertising  and the  expectation  that the
     Company  will have to sell  such  inventory  at  substantial  discounts  or
     dispose through charitable donations to hospitals or relief  organizations.
     The  Company may close one or more of its  fulfillment  centers on or about
     June 30, 2000 due to declining need for inventory  storage and  fulfillment
     services.


                                       22
<PAGE>
(6)   EQUIPMENT

      Equipment  consists  of  the  following:
                                                          MARCH 31,    MARCH 31,
                                                               1999         2000
                                                               ----         ----
         Computer  equipment                               $106,100    $  23,225
         Office  equipment                                   66,265        5,330
         Plant  equipment                                   122,445           --
         Capital  lease  office  equipment                       --       40,076
         Leasehold  improvements                              5,670           --
                                                           --------      -------
                                                            300,480       68,631

         Less accumulated depreciation and amortization     156,682       48,293
                                                           --------      -------

         Net  equipment                                    $143,798      $20,338
                                                           ========      =======

     The Company recorded a loss on the disposal of equipment of $96,365 for the
     year ended March 31, 2000 in conjunction with the closing of its production
     and administrative facilities.

(7)  INTANGIBLE  ASSETS

     Intangible assets consists of the following:
                                                         MARCH 31,    MARCH 31,
                                                              1999         2000
                                                              ----         ----
         Purchased  technology                            $250,000     $239,102
         Patents  and  trademarks                          154,756           --
                                                          --------     --------
                                                           404,756      239,102

         Less  accumulated  amortization                   231,176      239,102
                                                          --------     --------

             Net  intangible  assets                      $173,580     $     --
                                                          ========     ========

     At March 31, 1999, the Company wrote off $15,000 of its  intangible  assets
     to reflect  certain  trademarks  that are no longer  used in the  Company's
     business.  During June 1999, the Company transferred  intellectual property
     with a net book value of $151,866 to Creative Products International, Inc.,
     then a wholly owned subsidiary of the Company. See Note 8.

(8)  SPIN  OFF  OF  CREATIVE  PRODUCTS

     During June 1999, the Board of Directors  approved the spin-off of Creative
     Products International, Inc. to shareholders of record on June 30, 1999. On
     December 23, 1999, shareholders of record of the Company received one share
     of Creative Products International,  Inc. common stock for every two shares
     of Caring Products  International,  Inc. stock. As part of the spin-off the
     Company  provided a total of  $350,000  to  Creative  Products  for initial
     working capital.

(9)  RELATED  PARTIES

     At March 31, 1999 and 2000,  accounts  payable included $72,638 and $53,547
     in payables to related parties,  respectively,  for legal services.  During
     1999,  the  Company  paid  approximately  $20,000 in  consulting  fees to a
     related party.


                                       23
<PAGE>
(10) COMMITMENTS

     During 1999, the Company leased office  facilities under an operating lease
     agreement,  which was terminated without penalty in June 1999. Rent expense
     for leased facilities in 1999 totaled $89,949.

(11)  STOCKHOLDERS'  EQUITY

     (a)  WARRANTS
          At March  31,  1999  and  March  31,  2000 the  Company  had  warrants
          outstanding to purchase common shares as follows:

<TABLE>
<CAPTION>
                                                                                      1999       2000
                                                                                    ---------  ---------
<S>                                                                                 <C>        <C>

          Warrants issued in conjunction with the Private Placement whereby
            one warrant entitles the holder to purchase one share at $15.03;
            subsequently amended to expire on May 4, 2000, with an increase
            in warrant amount which can be exercised at $1.875                        203,563    203,563
          Warrants issued pursuant to the guarantee of the bank line of credit
            whereby one warrant entitled the holder to purchase one share at
            $7.44 through May 8, 1998 and thereafter at $8.64 through May 8, 1999;
            subsequently amended to $1.875 through May 8, 1999                         31,667         --
          Warrants issued whereby one warrant entitles the holder to
               purchase one share at $3.34 until October 21, 1999                       8,000         --
          Warrants issued to non-executive employee to purchase
            one share at $5.00 until January 31, 2004                                  18,750     18,750
          Warrants issued to two non-executive employees to purchase one
            share at $1.875 until January 31, 2004                                    130,000    130,000
          Warrants issued to non-employee to purchase one share
            at $1.875 until May 4, 2003                                                50,000     50,000
          Warrants issued in conjunction with completion of public offering
            at a price of $7.50, subsequently reduced exercise price to $6
            pursuant to underwriter's agreement, until December 15, 2002            1,750,000  1,750,000
                                                                                    ---------  ---------

          Total warrants outstanding                                                2,191,980  2,152,313
                                                                                    ---------  ---------
</TABLE>

     (b)  RESTRICTED COMMON STOCK
          On February 1, 1999, the Company  approved the 1999  Restricted  Stock
          Plan which  provides for the  issuance of up to 275,000  shares of the
          Company's  common  stock under  certain  conditions  to the  Company's
          management.  On June 30, 1999,  the Company  issued a total of 275,000
          share  certificates  to  several  employees  including  130,000  to an
          executive   and  director  of  the  Company.   The  Company   recorded
          compensation  expense  related to the issuance of $55,000 for the year
          ended March 31, 2000.

(12)  EMPLOYEE  BENEFIT  PLANS

     (a)  RETIREMENT PLAN
          The Company had a 401(k) savings and retirement plan covering all full
          time  employees  who are at  least  21  years of age and have at least
          three months of service.  Under the plan,  employees could defer up to
          15% of their pretax  salary,  but not more than the statutory  limits.
          The  plan  was  dissolved  as of  December  31,  1998  due to  lack of
          participation.

     (b)  STOCK OPTION PLANS
          As of March 31, 1999 and 2000,  the Company  had two  incentive  stock
          option plans which are described below:

          1993 INCENTIVE PROGRAM:  Under the 1993 Incentive Program,  as amended
          and  restated,  87,167 shares of common stock plus 10% of any increase
          in the number of shares of common  stock issued and  outstanding  from
          the date of the program agreement to the date the program was formally
          adopted by the Company's Board of Directors are available for grant to
          eligible employees and consultants of the Company.  The aggregate fair
          market  value of stock  which  becomes  exercisable  by an  individual
          grantee  pursuant to the plan is limited to  $100,000 in any  calendar
          year.


                                       24
<PAGE>
          Stock options under the 1993 Incentive  Program vest  immediately  for
          individuals on the Board of Directors of the Company,  after two years
          of service for all employees,  and after two years of affiliation with
          the Company for consultants. Although the program allows stock options
          to be  issued  for a maximum  term of ten  years,  all  stock  options
          outstanding  have a maximum term of five years from the date of grant.
          Stock  options are  granted at an exercise  price equal to the closing
          bid price on the date of the Board of  Directors'  approval or higher.
          In November  1996, the Company's  Board of Directors  resolved that no
          additional  stock options  would be granted  under the 1993  Incentive
          Program.

          1996  INCENTIVE  PROGRAM:  Under the 1996 Incentive  Program,  208,333
          shares of common  stock  less any  shares  outstanding  under the 1993
          Incentive  Program,  plus any shares forfeited under the 1996 and 1993
          Incentive Programs, shares purchased by the Company on the open market
          and shares surrendered to the Company in payment of the exercise price
          of stock options issued under the 1996 and 1993 Incentive Programs are
          available  for grant to  eligible  employees  and  consultants  of the
          Company.  No award may be  granted  which  will  result in the  awards
          outstanding  under the plan to be more than 25% of the total number of
          shares the Company has outstanding.

          Stock options under the 1996 Incentive  Program vest  immediately  for
          individuals on the Board of Directors of the Company,  after two years
          of service for all employees and after two years of  affiliation  with
          the Company for consultants. Although the program allows stock options
          to be  issued  for a maximum  term of ten  years,  all  stock  options
          outstanding  have a maximum term of five years from the date of grant.
          Stock  options are  granted at an exercise  price equal to the closing
          bid price on the date of the Board of Directors' approval.

          In August 1997,  the Company  amended its 1996  Incentive  Program to,
          among other things,  modify the total shares of common stock available
          for grant to eligible  employees and  consultants  of the Company from
          208,333 to  625,000.  The  amendment  was  approved  by the  Company's
          stockholders  in October  1997.  At March 31, 1998 there were  139,358
          stock  options  under  the  1993  and 1996  Plans  outstanding  with a
          weighted average exercise price of approximately  $16.08.  The options
          were adjusted for a 1:6 and 1:4 reverse stock split in fiscal 1998. At
          March 31, 1999 there were  572,000  stock  options  under the 1993 and
          1996 Plans outstanding at an exercise price of $1.875 all of which are
          vested. On May 5, 1998, the Company canceled all shares under the 1993
          and 1996 Plans  outstanding and re-issued  552,000 stock options at an
          exercise price of $1.875, which expire on May 3, 2003. As of March 31,
          2000, 9,000 of the 552,000 were forfeited, leaving 543,000 outstanding
          as of March 31, 2000.

          In August 1997, the Company granted 306,250 stock options,  subject to
          certain  contingencies to certain employees at an exercise price of $5
          which expire on August 27, 2002.  At March 31, 1998 there were 300,000
          stock  options  outstanding.  During the fiscal  year ended  March 31,
          1999, 187,500 of these options were retired.  There were 112,500 stock
          options  outstanding  as of March 31,  1999 and 2000 all of which were
          vested.

          The Company applied APB Opinion No. 25 and related  interpretations in
          accounting for its plans.  Accordingly,  no compensation cost has been
          recognized for its stock option awards.  Had compensation cost for the
          Company's stock option awards been determined consistent with SFAS No.
          123, the Company's net loss would have been increased to the pro forma
          amounts indicated below:

                                            YEAR  ENDED  MARCH  31,1999
                                            ---------------------------
                  Net  loss:
                       As  reported                          $4,258,727
                       Pro  forma                            $4,869,327
                  Net  loss  per  share:
                       As  reported                          $     1.53
                       Pro  forma                            $     1.75

          The fair value of option grants is estimated  using the  Black-Scholes
          option pricing model with the following  weighted average  assumptions
          used for grants in fiscal year 1999:  expected  volatility of 173.47%;
          risk free interest rate of 6.50%;  expected lives of five years; and a
          zero percent  dividend  yield.  No options were issued in 2000 and all
          options  granted  prior to Fiscal  Year 2000 were  fully  vested as of
          March 31, 2000;  therefore,  no  compensation  expense would have been
          recognized under SFAS No. 123.


                                       25
<PAGE>
          The following is a summary of stock options  outstanding  at March 31,
          1999:

                                         OPTIONS OUTSTANDING
                                         --------------------
                                          WEIGHTED-AVERAGE
                            NUMBER           REMAINING         NUMBER OF OPTIONS
     EXERCISE PRICES      OUTSTANDING     CONTRACTUAL LIFE        EXERCISABLE
     ----------------     -----------     -----------------    -----------------
     $  1.875                 20,000           4.27  years                20,000
     $  1.875                552,000           4.09  years               552,000
     $  5.00                 112,500           3.41  years               112,500

     The  following  is a summary of stock options outstanding at March 31,2000:

                                         OPTIONS OUTSTANDING
                                         --------------------
                                          WEIGHTED-AVERAGE
                            NUMBER           REMAINING         NUMBER OF OPTIONS
     EXERCISE PRICES      OUTSTANDING     CONTRACTUAL LIFE        EXERCISABLE
     ----------------     -----------     -----------------    -----------------
     $  1.875                 20,000          3.267  years                20,000
     $  1.875                543,000           3.09  years               543,000
     $  5.00                 112,500           2.41  years               112,500

(13)  INCOME  TAXES

     The Company accounts for income taxes on the liability  method, as provided
     by Statement of Financial  Accounting  Standards 109, Accounting for Income
     Taxes (SFAS 109).

     The  Company  had net  deferred  tax assets,  primarily  consisting  of net
     operating loss carryforwards, of approximately $3,109,900 and $3,354,000 as
     of March 31, 1999 and 2000, respectively.  Total U.S. Federal net operating
     loss carryforwards of approximately  $9,695,000 at March 31, 2000 expire in
     the years 2009 to 2019, but are further limited as discussed below.

     The Company has not recorded an income tax benefit in the years ended March
     31,  1999 and 2000 due to the  recording  of a  valuation  allowance  as an
     offset to the net  deferred tax assets.  A valuation  allowance is provided
     due to  uncertainties  relating  to the  realization  of the  deferred  tax
     assets.  Due to  potential  limitations  under  Section 382 of the Internal
     Revenue  Code,  some  of the  operating  losses  may not be  available  and
     subsequent  changes in ownership may result in further  limitations.  As of
     March 31, 2000,  the valuation  allowance  was  increased by  approximately
     $1,906,000.

     The income tax  provision  reconciled  to the tax computed at the statutory
     Federal rate was as follows:

                                                          1999          2000
                                                      -----------   -----------
         Tax  benefit  at  statutory  rate          $  1,448,000     $ 256,100
         Permanent  differences                                -       (12,000)
         Net  operating  loss  carryforward                    -     1,661,900
         Valuation  allowance                         (1,448,000)   (1,906,000)
                                                      -----------   -----------
                         TOTAL                        $        -    $         -
                                                      ===========   ===========

(14)  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

     The  Company's  financial  instruments  include  cash,  money market funds,
     receivables,  and  accounts  payable.  The fair  value  of these  financial
     instruments  approximates  their  carrying  amounts based on current market
     indicators, such as prevailing interest rates.

(15)  CONTINGENCIES

     The  Company  is subject to  various  claims and  contingencies  related to
     lawsuits, taxes and other matters arising in the normal course of business.
     Management  believes  the  ultimate  liability,  if any,  arising from such
     claims or  contingencies is not likely to have a material adverse effect on
     the Company's results of operations or financial condition.


                                       26
<PAGE>
(16)  OTHER  INCOME

     Other income consists of the following for the years ended March 31:

                                                    1999        2000
                                                  -------    --------

          Interest  income                        $85,231    $ 12,286
          Discounted  accounts  payable                 -      65,100
          Settlement  for  customer  credits            -     184,177
          Effects  of  change in estimate of
               allowance for doubtful accounts          -     100,239
          Recovery  of  bad  debts                      -      26,825
          Other                                         -      19,624
                                                  -------    --------

                                                  $85,231    $408,251
                                                  =======    ========


ITEM  8.    CHANGES  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
            FINANCIAL  DISCLOSURE

  None.


                                       27
<PAGE>
                                    PART III
                                    --------

ITEM  9.    DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
            COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

Section  16(a) of the Exchange Act requires the Company's executive officers and
directors,  and persons who own more than ten percent of the Common Stock of the
Company to file reports of ownership and change in ownership with the Securities
and Exchange Commission and the exchange on which the Common Stock is listed for
trading.  Executive  officers,  directors and more than ten percent stockholders
are  required  by  regulations promulgated under the Exchange Act to furnish the
Company  with  copies  of  all Section 16(a) reports filed.  Based solely on the
Company's  review  of  copies  of the Section 16(a) reports filed for the fiscal
year  ended March 31, 2000, the Company believes that all reporting requirements
applicable  to  its  executive  officers,  directors,  and more than ten percent
stockholders  were  complied  with  for  the  fiscal  year ended March 31, 2000.

The  following  table  sets  forth  information  concerning  the  directors  and
executive  officers  of  the  Company  as  of  March  31,  2000:

     Susan A. Schreter (1)(4)         38              President  and  acting CEO
                                                      and  Chairman of the Board

     Anthony  A.  Cetrone (1)(3)      71              Director

     Michael  M.  Fleming (2)(3)      51              Director

     Paul  Stanton (2)                62              Vice Chairman of the Board

     Dr. Herbert Sohn                 72              Director

     (1)  Member  of  the  Executive  Committee.
     (2)  Member  of  the  Audit  Committee.
     (3)  Member  of  the  Compensation  Committee.
     (4)  Change  in  Executive  Management

The  Company's  by-laws  provide  that  the size of the Board of Directors shall
initially  be  fixed  by  the  Incorporator,  and  thereafter  may be changed by
resolution of the Board.  The Company's Board of Directors currently is fixed at
eight  members, and there are three vacancies.  Members of the Board serve until
the  next  annual meeting of stockholders and until their successors are elected
and  qualified.  Meetings  of the Board are held when and as deemed necessary or
appropriate.  Officers  are  appointed  by  and  serve  at the discretion of the
Board.  There  are  no  family relationships among any of the Company's officers
and  directors.

SUSAN  A.  SCHRETER  became  acting  Chairman and CEO of the Company in November
1999.  She has served as a director since inception.  From July 1985 to December
1992,  she  was founder and President of Beta International, Inc., New York, New
York,  a  firm  providing  consulting  services  to  growing  companies, private
business investors and buy-out funds in the areas of acquisition, due diligence,
cash  flow  planning,  strategic business planning and capital investment.  From
February  1992  to  January  1995, Ms. Schreter served as a director of Omnicorp
Limited, a provider of environmental services.  Ms. Schreter currently serves as
acting  Chief  Executive  Officer  and  Chairman  of  the  Board.

ANTHONY  A.  CETRONE,  a  director of the Company since September 1993, has been
President  and  Chief  Executive  Officer  of  Micron  Medical Products ("Micron
Medical"),  Fitchburg,  Massachusetts,  a  medical products company, since April
1988.  Micron  Medical  has been a subsidiary of Arrhythmia Research Technology,
Inc.,  Austin, Texas, a company that manufactures cardiological medical products
("Arrhythmia  Research")  since  November 1992.  Since October 1991, he has also
served  as  the  Chairman  of the Board of Micron Products, the parent of Micron
Medical.  From  January  1993  to  February 1995, Mr. Cetrone also served as the
President  and  Chief Executive Officer of Arrhythmia Research and has served on
Arrhythmia's  Board  since  November  1992.


                                       28
<PAGE>
MICHAEL  M.  FLEMING  is  partner  of the law firm of Ryan, Swanson & Cleveland,
Seattle,  Washington,  where  he  has  been  affiliated since November 1992.  He
specializes  in  real  estate,  dispute resolution, securities and environmental
matters.  Since  July  1988,  Mr.  Fleming  has also served as the President and
owner  of  Kidcentre,  Inc.,  a  provider  of  childcare  services  in  Seattle,
Washington.  Since  April  1985,  he  has  also  been the President and owner of
Fleming  Investment Co., Seattle, Washington, a private investment company.  Mr.
Fleming  was  elected  to  the  Company's  Board  of Directors in November 1992.

DR.  HERBERT  SOHN  was elected to the Board of Directors in August 1997.  Since
1989,  Dr.  Sohn  has  served  as  an  attending urologist at the Louis A. Weiss
Memorial  Hospital  in  Chicago.  He  has  also  served  as a clinical associate
professor of surgery at the Abraham Lincoln School of Medicine at the University
of  Illinois  since  1973.  A  graduate  of the Chicago Medical School, Dr. Sohn
completed  residencies  in  urology  and  surgery at the University Hospitals of
Cleveland.  He also received a Juris Doctorate degree from the John Marshall Law
School.

PAUL  STANTON  was  elected  to the Board of Directors in September 1996 and has
served  as  Vice  Chairman  of  the  Board since joining the board.  He also has
served as a consultant to the Company since February 1996.  Mr. Stanton has been
employed  as  President  of  Paul Stanton & Associates, which provides strategic
analysis  and  consulting  services  to  product  manufacturers  and retail drug
chains,  since  January  1996.  From February 1986 to December 1995, he was Vice
President  of  General  Merchandise and Drug Store Merchandising of Pathmark, an
East  Coast  supermarket  chain.

COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

The  Company's  Board  of  Directors has established three committees: Executive
Committee,  Compensation  Committee and Audit Committee.  The Board appoints the
members  of  the various committees and those members serve at the discretion of
the  Board.

The  Executive  Committee,  which  can  consist of up to three members, has been
delegated  the  authority  to  exercise all powers and authority of the Board of
Directors  in  the  management  of  the  business  and  affairs  of the Company,
including  the  right  to  authorize:  (i)  the purchase of stock; (ii) adopt an
agreement  of  merger  or consolidation; (iii) recommend to the stockholders the
sale,  lease or exchange of all or substantially all of the Company's properties
or  assets; (iv) recommend to the stockholders a dissolution of the Company or a
revocation  of  dissolution;  (v)  amend  the  by-laws;  or  (vi)  authorize the
declaration  of  a  dividend.  The Executive committee meets at such times as it
deems  appropriate.

The  Compensation  Committee  has  been  established  to  review  and  make
recommendations  to  the  Board  regarding  the  compensation  to be paid by the
Company  and  its  subsidiaries  to  their executive officers, key employees and
consultants,  including, without limitation, the grant of incentive awards under
the  Company's incentive program.  (See "Stock Option Plans.")  The Compensation
Committee consists solely of independent directors and meets at such times as it
deems  appropriate.

The  Audit  Committee  has  been  established  to review and monitor the general
policies  and  practices  of  the  Company  and  its subsidiaries with regard to
accounting, financial reporting, internal auditing and financial controls and to
serve  as  a  channel  of  communication  between the Board of Directors and the
Company's  independent  certified accountants.  At least a majority of the Audit
Committee  consists of independent directors.  The Audit Committee meets at such
times  as  it  deems  appropriate.

ITEM  10.     EXECUTIVE  COMPENSATION

SUMMARY  COMPENSATION  TABLE.  The  following  table  sets  forth the annual and
long-term  compensation  for  services  in all capacities to the Company for the
three  fiscal  years  ended  March  31,  1998,  1999  and  2000 of the Company's
President  and  acting  Chief Executive Officer (the "Named Executive Officer").
No  other  executive  officer  of  the  Company  received  salary and bonuses of
$100,000  or  more  in  the  fiscal  year  ended  March  31,  1999.


                                       29
<PAGE>
                           SUMMARY COMPENSATION TABLE*
                                                                 LONG-TERM
                                                 ANNUAL         COMPENSATION
                                              COMPENSATION         AWARDS
                                              ------------     --------------

OPTIONS/SAR'S
NAME OF PRINCIPAL POSITION               YEAR        ( $ )           (  #  )
----------------------------             ----       --------         -------
Susan  A.  Schreter,  President
and  Director                            2000       $175,000*
                                         1999       $125,000         215,000
                                         1998       $125,000         112,500

*  Includes  one  time payment of $75,000 to end three year employment contract.
*  Columns  in  the  Summary  Compensation  Table  that were not relevant to the
compensation  paid  to the Named Executive Officers were omitted. No employee of
the  Company  receives  any additional compensation for his or her services as a
director.  Non-management  directors  receive  no  salary  for their services as
such, but receive a fee of $2,000 for each meeting attended, and may participate
in  the  Company's  stock  option  plans.  The Board of Directors has authorized
payment  of  reasonable  travel  or  other  out-of-pocket  expenses  incurred by
non-management  directors  in  attending  meetings of the Board of Directors and
committees  thereof.

In  January 1999, the Company approved the 1999 Restricted Stock Plan of which a
total of 275,000 shares were authorized for issuance to various employees of the
Company.  On  June  30, 1999, Ms. Schreter was awarded a total of 130,000 shares
under  the  Plan.  Stock option grants reflected for Ms. Schreter for the fiscal
year  ended  March 31, 1999 reflect shares canceled and subsequently reissued on
May,  1998  at  an  exercise  price  of  $1.875.

EMPLOYMENT  AGREEMENT.  In  December  1993,  the Company entered into three-year
employment agreement with Ms. Schreter, the Company's President and acting Chief
Executive  Officer.  This agreement was subsequently amended as of March 1996 to
provide, among other things, for an additional three-year term. Upon a change in
control,  as defined in the agreements, Ms. Schreter would have been entitled to
receive,  in addition to other compensation and benefits due, her then-effective
base  salary  for a period of three years from the date of termination, plus all
benefits,  other  than  the  bonus  and stock options (or the value thereof), to
which  she  would  have  been  entitled  had she continued her employment.  This
payment  amount,  in  the  event  of  change  of control would have entitled Ms.
Schreter  to  a  lump  sum  payment  exceeding $375,000.  In September, 1999 Ms.
Schreter  agreed to a revised contract which among its other provisions provided
for a one-time payment of $75,000.  Ms. Schreter will not be entitled to receive
a  payment based on her three year pro forma salary from the date of termination
in  the  event  of  a  change  of  control,  as  defined  in  the  contract.

OPTION  GRANTS.  The  following  tables  shows  at  March  31,  1999,  certain
information  regarding options granted to the Named Executive Officer.  No stock
options were granted to the Named Executive Officer during the fiscal year ended
March  31,  2000.

                        OPTION GRANTS IN FISCAL YEAR 1999
                               (INDIVIDUAL GRANT)

                     NUMBER  OF   PERCENT  TO
                     SECURITIES  TOTAL  OPTIONS
                     UNDERLYING   GRANTED  TO
                      OPTIONS    EMPLOYEES IN    EXERCISE OR BASE  EXPIRATION
NAME                 GRANTED(#)  FISCAL YEAR(1)  PRICE   ($/SHARE)    DATE
----                 ----------  --------------  ------  --------    ------
Susan  A.  Schreter     215,000             38%  $1.875              5/3/03

(1)  Based on options to  purchase  572,000  shares of Common  Stock  granted to
     employees,  directors and consultants,  including  executive  officers,  in
     Fiscal 1999.

(2)  The terms of such options are consistent  with those of options  granted to
     other employees and directors  under the Company's Stock Option Plans.  The
     options  vested  immediately  because  of  length  of  service.  The  Plans
     provisions  permitting  the Board of  Directors  to,  among  other  things,
     accelerate  vesting  of  options in the event of a change in control of the
     Company.

                                       30
<PAGE>
FISCAL  YEAR  END  OPTIONS/OPTION  VALUES TABLE.  The following table sets forth
information  regarding  exercises  of stock options during the fiscal year ended
March  31,  2000,  by  the  Named  Executive Officers and the year-end values of
exercised  and  unexercised  options  by  such  Named  Executive  Officers:

       AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED MARCH 31, 2000
                      AND FISCAL YEAR-END OPTION/SAR VALUE
                                                                    VALUE  OF
                                                                   UNEXERCISED
                                                     NUMBER  OF    IN-THE-MONEY
                                                    UNEXERCISED     OPTIONS AT
                                                 OPTIONS AT FISCAL FISCAL YEAR
                       SHARES                      YEAR  END  (#)    END (#)
                     ACQUIRED ON  VALUE REALIZED    EXERCISABLE/   EXERCISABLE/
NAME                 EXERCISE  (#)    ($)           UNEXERCISABLE  UNEXERCISABLE
----                 -------------    ---         ---------------  -------------
Susan  A.  Schreter        0          $0          327,500(1)/0(2)   $0(1)/$0(2)

(1)     Exercisable  options.
(2)     Unexercisable  options.

On  August  27,  1997,  the  Company  awarded Susan A. Schreter stock options to
purchase  112,500  shares of Common Stock (the "Schreter Options) at an exercise
price  of  $5,  under  an amendment to the 1996 Stock Option Plan adopted by the
Board  of Directors on such date and subsequently approved by the requisite vote
of  the  stockholders.  The  number  of the Schreter Options will be reduced pro
rata  if the total number of stock exceeds 7.7% of the total number of shares of
Common  Stock  issued  and outstanding (excluding shares Isabel upon exercise of
outstanding  options and warrants) upon completion of the Offering.  The Options
vest  in four equal semi-annual installments commencing six months from the date
of grant.  The Options terminate upon the expiration of five years from the date
of  grant,  or,  if sooner, three months after termination of Ms. Schreter as an
employee  of  the  Company for any reason (or such shorter period as required by
the  VSE, if any) and, if her employment is terminated for cause, her respective
Options  terminate  immediately.  In  addition,  the  Options are subject to the
terms  and  conditions  of  the 1996 Stock Option Plan.  See "Management - Stock
Option  Plans."  On  May  1998,  the  Company canceled 215,000 shares previously
issued  to Ms. Schreter and reissued them at an exercise price of $1.875.  These
stock  options  expire  on  May  3,  2003.

STOCK  OPTION  PLANS

The  Company's 1993 Incentive Program (the "1993 Stock Option Plan") was adopted
by the Board of Directors and approved by the Company's stockholders in November
1993.  The  Company's  1996 Incentive Program (the "1996 Stock Option Plan") was
adopted  by the Board of Directors and approved by the Company's stockholders in
November  1996.  Pursuant to the terms of the 1996 Stock Option Plan, no further
awards  will  be  made  under the 1993 Stock Option Plan.  The 1993 Stock Option
Plan  and  the  1996 Stock Option Plan are sometimes collectively referred to as
the  "Stock  Option  Plans."  The  Stock  Option Plans were adopted to provide a
means  by  which  selected officers, employees, directors and consultants to the
Company  could  be  given  an opportunity to purchase stock in the Company.  The
purpose  of  the  Stock  Option Plans is to promote the growth of the Company by
enabling  the  Company  to  attract  and  retain  the best available persons for
positions  of  substantial  responsibility  and to provide certain key employees
with  additional  incentives  to  contribute  to  the  success  of  the Company.

Under  the  1993 Stock Option Plan, 87,167 were initially reserved for issuance.
The  1993  Stock  Option  Plan  further  provides  for an increase of 10% of any
increase  in  the  number  of  shares  issued and outstanding over the number of
shares outstanding on December 20, 1993, the date the 1993 Stock Option Plan was
adopted.  No  further  awards  will  be  made  under the 1993 Stock Option Plan.
Under the 1996 Incentive Program, the aggregate number of shares of Common Stock
that  may  be issued or transferred is 208,333 (the "Base Amount"), plus (i) any
shares  of  Common Stock which are forfeited under the 1993 Stock Option Plan or
the  1996  Stock Option Plan after the Board's adoption of the 1996 Stock Option
Plan;  plus (ii) the number of shares of Common Stock repurchased by the Company
in  the  open  market  and otherwise with an aggregate price no greater than the
cash  proceeds  received  by  the Company from the sale of shares under the 1993
Stock Option Plan or the 1996 Stock Option Plan; plus (iii) any shares of Common
Stock  surrendered  to  the  Company in payment of the exercise price of options
issued  under the 1993 Stock Option Plan or the 1996 Stock Option Plan; provided
that  the aggregate number of shares available for grants at any given time will
be  reduced  by  the  aggregate  of  all shares previously issued or transferred
pursuant  to  the  Stock Option Plans plus the aggregate of all shares which may
become subject to issuance or transfer under then-outstanding and then-currently
exercisable  grants under the Stock Option Plans; and provided, further, that no
award  may  be issued that would bring the total of all outstanding awards under
the  1996  Stock  Option Plan to more than 25% (the "Maximum Percentage") of the
total number of the shares of Common Stock at the time outstanding.  The maximum
number  of  shares  for which options may be granted under the 1996 Stock Option
Plan  to  any employee during any calendar year is 41,667 (the "Annual Amount").


                                       31
<PAGE>
On  August  27,  1997,  the  Board of Directors adopted an amendment to the 1996
Stock  Option  Plan  (the  "Amendment"),  pursuant  to which the Base Amount was
increased from 208,333 shares to 625,000 shares, the Annual Amount was increased
from  41,667  shares  to 150,000 shares and the Maximum Percentage was increased
from  25%  to 35%.  The Company's stockholders approved the Amendment on October
6,  1997,  which  was  subject  by  its  terms  and  under applicable regulatory
requirements  to  the completion of the Offering which was completed in December
1997.  Pursuant  to the Amendment, stock option grants may be made prior to such
stockholder  approval,  but  in no event may such grants be exercised until such
approval  is  obtained.

During  the fiscal year ended March 31, 1999, 490,500 stock options were retired
and  20,000  shares  were  issued  to a consultant to the Company at an exercise
price  of  $1.875.  In  addition a total of 552,000 stock options under the 1993
and  1996  Stock  Option  plan  were canceled and reissued at a price of $1.875.
These  options  expire  on May 3, 2003. No new stock options were granted in the
fiscal  year  ended  March  31,  2000.

The  Stock  Option  Plans  provide  for  the  grant  of incentive stock options,
non-qualified  stock  options,  stock  appreciation  rights in tandem with stock
options  or  freestanding,  restricted  stock  grants  and  restored  grants
(collectively,  "Grants")  as  approved by the Board of Directors or a committee
thereof  (the  "Committee").  Incentive  stock  options  granted under the Stock
Option  Plans  are  intended  to qualify as "incentive stock options" within the
meaning  of  Section  422  of the Internal Revenue Code of 1986, as amended (the
"Code").  Non-qualified  stock  options granted under the Stock Option Plans are
intended  not  to  qualify  as  incentive  stock  options  under  the  Code.

Eligible  participants  under  the  Stock  Option  Plans  include  executive,
professional  or  administrative  employees,  directors,  executive  officers,
consultants  or advisors of the company and its direct or indirect subsidiaries,
all of whom are collectively referred to as "Grantees."  Incentive stock options
may  be  granted  under  the  Stock  Option  Plans  only  to  selected employees
(including  officers)  of  the  Company and its affiliates.  All Grantees may be
awarded  Grants  other  than  incentive  stock  options.

The  maximum  term of incentive stock options under the Stock Option Plans is 10
years,  except  that  in  certain cases, as discussed below, the maximum term is
five  years.  The  exercise  price  of  incentive  stock options under the Stock
Option  Plans  may  not  be  less than the fair market value of the Common Stock
subject  to  the  option  on the date of the option grant and, in some cases, as
discussed  below,  may  not  be  less  than 110% of such fair market value.  The
exercise  price  of  non-qualified  options  under  the  Stock  Option  Plans is
determined by the Board, which has agreed not to grant on-qualified options that
have  an  exercise  price  less  than 85% of the fair market value of the Common
Stock  subject  to  the  option  on  the  date  of  the  option  grant.

No  incentive  stock  option  may be granted under the Stock Option Plans to any
person  who,  at  the  time  of  the  grant,  owns  (or  is deemed to own) stock
possessing  more  than  10% of the total combined voting power of the Company or
any  affiliate of the Company, unless the option exercise price is at least 110%
of  the  fair  market  value  of  the stock subject to the option on the date of
grant, and the term of option does not exceed five years from the date of grant.
For  incentive stock options granted under the Stock Option Plans, the aggregate
fair  market  value,  determined  at  the time of grant, of the shares of Common
Stock  with  respect to which such options are exercisable for the first time by
any  Grantee  during  any calendar year (under all such plans of the Company and
its  affiliates)  may  not  exceed  $100,000.

Grants  under the 1993 Stock Option Plan terminate within such period determined
by  the  Board  up  to  90  days  after the grantee ceases to be employed by the
         -----
Company or any affiliate of the Company, unless (i) termination of employment is
due to such person's permanent and total disability (as defined in the Code), in
which  case  the Grant may be exercised at any time within twelve months of such
termination;  (ii)  the  grantee  dies  while  employed  by  the  Company or any
affiliate  of  the  Company,  in  which  case the Grant may be exercised (to the
extent  the  option  was  exercisable at the time of the grantee's death) within
such  period  determined  by  the  Board  between  six  and twelve months of the
grantee's  death  by  the  person  or  persons to whom the rights to such option
passed  by will or by the laws of descent and distribution; or (ii) the Grant by
its  terms  specifically provides otherwise.  Grants under the 1996 Stock Option
Plan may be exercised only while the Grantee is in the employment or consultancy
of  the  Company,  except that the Board or Committee may provide for partial or
complete  exceptions  to  this requirement.  The Stock Option Plans terminate on
the  tenth  anniversary  of  their  respective effective dates unless terminated
earlier  by  the  Board  or  extended  by  the  Board.


                                       32
<PAGE>
ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth  certain  information,  as  of March 31, 2000
(adjusted  to  reflect  the  Reverse  Stock Splits effected on June 16, 1997 and
October  20,  1997)  with  respect  to the beneficial ownership of the Company's
Common  Stock  by  (i)  each  stockholder to the best available knowledge of the
Company  to  be  the beneficial owner of more than five percent of the Company's
Common  Stock;  (ii)  each director, (iii) the Named Executive Officers and (iv)
all  executive  officers  and  directors  as  a  group.

                                                    NUMBER OF
NAME  AND  ADDRESS  OF  BENEFICIAL  OWNER           SHARES (1)     PERCENT OWNED
-----------------------------------------           -----------   --------------
OFFERING
--------
Susan  A.  Schreter  (2)                              366,394                13%
     C/O  PO  Box  9288
     Seattle,  WA  98109

Anthony  A.  Cetrone (3)                               30,095                 1%

Michael  M.  Fleming (3)                               30,095                 1%

Paul  Stanton  (4)                                     22,500                  *

Dr.  Herbert  Sohn  (5)                                27,000                  *

All  Executive  Officers  and  Directors
     as  a  Group  (5  persons)                       476,084                17%
                                                  (See footnotes.)

 *   Less  than  1%.
(1)  Beneficial  ownership of  directors,  officers and 5% or more  stockholders
     includes both Outstanding Common Stock and shares issuable upon exercise of
     warrants  or  options  that  are  currently   exercisable  or  will  become
     exercisable  within 60 days of July 4,  1999.  Except as  indicated  in the
     footnotes to this table and pursuant to applicable community property laws,
     the persons named in the table have sole voting and  investment  power with
     respect to all shares of Common Stock beneficially owned by them.
(2)  Includes  327,500  shares  issuable upon exercise of currently  outstanding
     stock options.  Does not include 130,000  restricted shares issued June 30,
     1999.
(3)  Includes  30,000 shares  issuable  upon  exercise of currently  outstanding
     stock options.
(4)  Includes  22,500 shares  issuable  upon  exercise of currently  exercisable
     stock options.
(5)  Includes  ---27,000 shares issuable upon exercise of currently  exercisable
     stock options.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

It  is the policy of the Company, with respect to insider transactions, that all
transactions  between  the  Company,  its  officers,  directors,  principal
stockholders  and  their affiliates be on terms no less favorable to the Company
than could be obtained from unrelated third parties in arms-length transactions,
and  that  all  such  transactions  shall  be  approved  by  a  majority  of the
disinterested  members of the Board of Directors.  The Company believes that the
transactions  described  above  complied  with  such  policy.

ITEM  13.     EXHIBITS

EXHIBITS

27.1     Financial  Data  Schedule


                                       33
<PAGE>
                                   SIGNATURES


In  accordance  with  the  requirements of Section 13 or 15(d) of the Securities
Exchange  Act  of  1934,  the  registrant caused this report to be signed on its
behalf  by  the  undersigned, thereunto duly authorized, in the City of Seattle,
Washington,  on  June  7,  2000.


                              CARING PRODUCTS INTERNATIONAL, INC.

                              By: /s/ Susan A. Schreter
                                  -------------------------
                                  Susan A. Schreter
                                  Acting Chairman of the Board and CEO


In  accordance  with  the requirements of the Exchange Act, this report has been
signed  by  the  following  persons  on  behalf  of  the  registrant  and in the
capacities  and  on  the  dates  indicated:

     SIGNATURE                    TITLE                    DATE
     ---------                    -----                    ----
/s/ Susan A. Schreter        Acting Chairman and CEO
------------------------
Susan A. Schreter

/s/ Anthony A. Cetrone       Director                    June 7, 2000
------------------------
Anthony A. Cetrone

/s/ Michael M. Fleming       Director                    June 7, 2000
------------------------
Michael M. Fleming

/s/ Paul Stanton             Director                    June 7, 2000
------------------------
Paul Stanton

/s/ Herbert Sohn             Director                    June 7, 2000
------------------------
Herbert Sohn


                                       34
<PAGE>