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, 2001

                                       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)                    ____________________


                 7025 East 1st Avenue, Scottsdale, Arizona 85251
                           (principal mailing address)

                                  480-945-2232
                (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 /


<PAGE>
     State  issuer's  revenue  for  its  most  recent  fiscal  year.  $107,759.

     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.)
$602,817.


                   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 March 31, 2001: 12,056,343 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, 2001



     INDEX                                                                     PAGE  NUMBER


PART  I:
<S>              <C>                                                                     <C>
     Item  1     Description  of  Business                         . . . . . . . . . . . .4

     Item  2     Description  of  Properties                       . . . . . . . . . . . .6

     Item  3     Legal  Proceedings                                . . . . . . . . . . . .6

     Item  4     Submission of Matters to a Vote of Security Holders. . . . . . . . . . . 6


PART  II
     Item  5     Market  Information                               . . . . . . . . . . . .7

     Item  6     Managements  Discussion  and  Analysis  of
                    Financial Condition and Results of Operation   . . . . . . . . . . . .8

     Item  7     Financial  Statements                             . . . . . . . . . . . .11

                 Consolidated Balance Sheets at March 31, 2001 and March 31, 2000 . . . . 14

                 Consolidated  Statements  of  Operations  for  the  years
                 ended  March  31,  2001  and  March  31,  2000    . . . . . . . . . . . .15

                 Consolidated Statement of Stockholders Equity for
                 the years ended March 31, 2001 and March 31, 2000 . . . . . . . . . . . .16

                 Consolidated  Statements  of  Cash  Flows  for  the  years
                 ended  March  31,  2001  and  March  31,  2000    . . . . . . . . . . . .17

                 Notes  to  Financial  Statements                  . . . . . . . . . . . .18

     Item  8     Changes  and  Disagreements  with  Accountants  on
                    Accounting  and  Financial  Disclosure         . . . . . . . . . . . .22


PART  III
     Item  9     Directors,  Executive  Officers, Promoters and Control Persons:
                 Compliance  with  Section  16(a)  of the Exchange Act . . . . . . . . . .23

     Item  10    Executive  Compensation                           . . . . . . . . . . . .24

     Item  11    Security Ownership of Certain Beneficial Owners and Management . . . . . 27

     Item  12    Certain Relationships and Related Transactions    . . . . . . . . . . . .27

     Item  13    Exhibits                                          . . . . . . . . . . . .27
</TABLE>


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

ITEM  1.     DESCRIPTION  OF  BUSINESS.

GENERAL

Caring  Products  International,  Inc.  and  its subsidiaries (collectively, the
"Company" or "CPI") designed a line of proprietary urinary incontinence products
with disposable liners which were sold under the Rejoice brand name in the U.S.,
Canada,  and  to a lesser extent, Europe.  Due to a lack of funding necessary to
support  full  retail  distribution  in  chain stores and hospitals, the Company
announced  in  January 1999 that it would evaluate all of its strategic options,
including  sale  of  the  Company,  merging  the  Company's  assets with another
company, or seeking new investment in the Company from financial investors.  The
Company  closed  its  marketing  offices  in  1999  and  began  to liquidate its
remaining  inventory.  The  Company discontinued its adult incontinence business
operations  in  2000.  The  Company  is  now  solely  seeking  other  business
opportunities  for  the  Company.  On  March  31,  2001, the Company received an
equity  investment  which resulted in a change in control of the Company's Board
of  Directors.  The  Company does not anticipate that it will re-enter the adult
incontinence  business.  See  Managements  Discussion  and  Analysis:  Plan  of
Operation.

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 retail-oriented consumer
services which may, at some future date, be commercialized through the Internet.
It is anticipated that these services will require additional capital investment
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.


                                        4
<PAGE>
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.

On  March  30,  2001  the  Company  consummated a private placement of 9 million
shares  of  its  common  stock  to  Raymond  Bills,  a  previously  unaffiliated
accredited investor.  Mr. Bills paid $250,000 in consideration for the issuance.
After giving effect to the transaction, Mr. Bills became the beneficial owner of
approximately  75%  of  the  Company's  issued and outstanding common stock.  In
connection  with  the  transaction,  Mr.  Bills  joined  the  Company's board of
directors.  Concurrently,  four  of  the  five members of the Company's board of
directors  resigned. Mr. Ian Rice also joined the board of directors, serving as
its  Chairman.

On  April  1, 2000, the Company's principal executive offices moved to 7025 East
1st  Ave.,  Suite  5,  Scottsdale,  Arizona  85251.

PRODUCTS

The  Company  designed  a  line  of adult incontinence products that it believed
offered  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 Company's adult
incontinence  products  included a reusable lightweight 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 officially
discontinued  production  of its incontinence products in 1999.  The Company has
no  plans  to initiate production of its adult incontinence products on a direct
or  private  label  basis.

SALES  AND  MARKETING

The  Company began selling its Rejoice incontinence products in retail locations
in the United States in September 1995.  As is customary in the retail industry,
the  Company  had  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
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  high  costs  of  maintaining  shelf  space increased
significantly  during the period following the rapid consolidation of the retail
drug chain industry in 1996 and 1997.   As such, the Company's available working
capital  could not support nation-wide retail distribution.  To conserve capital
and  to  enable the Company the opportunity to review its strategic options, the
Company  ceased  primary  retail  chain  marketing efforts in 1999.  The Company
continued  to  market  its  products to certain existing accounts which required
little  or  no  advertising  support  as  well  as  consumer  product  inventory
liquidators.  The Company closed all of its contract warehouses with the sale of
its  last  remaining  inventory  in  2000.

RESEARCH  AND  DEVELOPMENT

The  Company  did  not  incur any research and development costs in Fiscal 2001.
The  Company  has  no  plans  to  incur  research  and  development costs in the
foreseeable  future.

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.  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.  There  is  no  assurance  that there is any commercial or
economic  value  to  this  license  or  the  Rejoice  trademark.

Further,  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.


                                        5
<PAGE>
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  the  third  party  proprietary  rights.

EMPLOYEES

During  Fiscal  2001,  the  Company  continued  to reduce the number of salaried
administrative staff as part of its cost-cutting efforts.  As of March 31, 2001,
the  Company  had  no  salaried employees.  Certain administrative functions are
performed  by outsourced administrative and accounting service providers.  As of
the  date  hereof,  the  Company has no plans for retaining employees until such
time  as  the  Company's  business  warrants  the  expense, or until the Company
successfully  acquires  or  merges  with  an  operating  business.

SOURCES  OF  FUTURE  BUSINESS  OPPORTUNITIES

New  management  intends to investigate, research and, if justified, potentially
acquire  or  merge  with  one or more businesses or business opportunities.  The
Company currently has no contractual commitment or arrangement to participate in
any  business  opportunity  and  management  cannot  predict  the  nature of any
potential business opportunity it may ultimately consider.  Management will have
broad  discretion in its search for and negotiations with any potential business
or  business  opportunity.  There can be no assurance that the Company will have
the ability to acquire or merge with an operating business, business opportunity
or property that will be of material value to the Company.  Due to the Company's
lack  of  financial  resources, it may be difficult to successfully complete any
merger  with  any  potential  business  or  business opportunity.  The Company's
shares  currently  trade  on the OTC Bulletin Board.  There is no assurance that
the  financial markets will accept any potential business partner or opportunity
or  an  active  market  for  the  Company's  securities  will  develop.


ITEM  2.     DESCRIPTION  OF  BUSINESS

The  Company's Chairman is providing office space to the Company without charge.

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  fiscal  year  ended  March  31,  2001.


                                        6
<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,  2000
     First  Quarter                               $ .375          $ .125
     Second  Quarter                                .218            .062
     Third  Quarter                                 .110            .031
     Fourth  Quarter                               2.000            .070

Fiscal  Year  Ending  March  31,  2001
     First  Quarter                               $.5625         $ .2500
     Second  Quarter                               .8125           .0700
     Third  Quarter                                .1875           .0312
     Fourth  Quarter                               .1400           .0650

On  April  11,  2001,  the closing price of the Common Stock on the OTC Bulletin
Board  Market  was  $.05

(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  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.

2.     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.

3.     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.

4.     On  March  30,  2001,  the Company issued a total of 9 millions shares of
common  stock  to  a  single  individual.  These  shares  were  issued  to  a
sophisticated  investor 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
<PAGE>
(b)   HOLDERS

The  number of record holders of the Company's Common Stock as of March 31, 2001
was  103.

(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
product research and development. 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.

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  years  ended  March  31, 2000 and 2001, the Company's sales
continued  to decline due to the liquidation of remaining inventory.   While the
Company  has  significantly reduced expenditures in all aspects of the Company's
operations, it has no source of income or revenues.  The Company expects that it
will  continue  to  lose  money.  See  Plan  of  Operation.

RESULTS  OF  OPERATIONS

COMPARISON  OF  THE  FISCAL  YEAR  ENDED MARCH 31, 2000 TO THE FISCAL YEAR ENDED
MARCH  31,  2001

Revenues  decreased  from $538,489 in Fiscal 2000 to $107,759 in Fiscal 2001, an
80%  decrease.  The  decrease was a result of lack of available products sold in
the  quantities  and  styles  desired  by  national  distributors  of  consumer
healthcare products and closure of the Company's warehouses.  The Company has no
remaining  inventory.

Cost  of sales decreased from $490,742 in Fiscal 2000 to $11,535 in Fiscal 2001.
This decrease is attributable to the affects of the reduction of total inventory
valuation  taken at the end of Fiscal 2000.   In Fiscal Years 2000 and 2001, the
Company  did  not  add  to its inventory through new production.  For the fiscal
year  ended 2001, the Company generated a gross profit of $96,224 as compared to
a  gross  profit  of  $47,747  in  the prior fiscal year.  The increase in gross
profit  was  attributed  to  the write down of the inventory and reduced cost of
goods  sold.


                                        8
<PAGE>
Total operating expenses decreased from $1,093,020 in Fiscal 2000 to $466,829 in
Fiscal  2001,  a 57% decrease.  This decrease reflects the implementation of the
Company's  cost  cutting  programs which included reductions in payroll, product
storage  and  distribution,  freight,  customer service and other administration
associated  with  serving  a  national  consumer  base.

Sales  and marketing costs decreased 64% from $168,235 in Fiscal 2000 to $61,004
in  Fiscal  2001.  Specific  reductions  included the reduction in marketing and
travel  costs  associated  with  liquidating  remaining  inventory.

General  and  administrative expenses decreased 56% from $877,326 in Fiscal 2000
to  $385,487  in  Fiscal  2001.  Accounting  and  legal  fees  continued to be a
significant  portion  of administration costs due to specific filing, accounting
and  other  requirements  associated  with  maintaining  a  public  company.
Depreciation  and  amortization expense decreased from $47,459 in Fiscal 2000 to
$20,338  in Fiscal 2001, a 57% 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.

There  was  no  interest expense in Fiscal 2001 due to elimination of short-term
obligations.  Interest  income  generated was $12,286 in Fiscal 2000 compared to
$228  in  Fiscal  2001.  This  decrease  in  interest income was attributable to
reduction  in  cash  balances  in  interest  bearing  deposits.

The Company generated other income of $26,094 during Fiscal 2001, as compared to
$408,251  during  Fiscal  2000,  a  94%  decrease.

As a result of the foregoing, the Company generated a loss of $344,511 in Fiscal
2001  as  compared to $753,224 in Fiscal 2000, a 54% increase.  The net loss per
share  decreased 56% from $.25 to $.11. At the end of the year Fiscal year ended
March  31  2001,  the  number  of  shares  outstanding  was  12,056,343.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company has historically financed its operations through the sale of equity
and  debt.  The  Company  generated  $250,000 in new equity as part of a private
placement  to  one  individual.  The  investment  resulted  in the issuance of 9
million  shares  of  common  stock  to  this  individual.

As  of March 31, 2001 the Company's principal sources of liquidity included cash
of  $74,873.  The  Company  sold all remaining inventory during the fiscal year,
and has no source of working capital from investors, nor outstanding collectible
receivables  to  generate  working  capital  to  support the Company's continued
operations.

The  Company's  operating  activities  used  cash of $356,890 for the year ended
March  31,  2001.    The  Company's  future  liquidity  will be dependent on the
Company's  ability  to  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.

PLAN  OF  OPERATIONS

During  the  next  12 months, the Company will actively seek out and investigate
possible  business opportunities with the intent to acquire or merge with one or
more  businesses.  Because  of the Company's lack of financial resources, it may
be  necessary for the Company's directors to either advance funds to the company
or to accrue expenses until such time as a successful business consolidation can
be  effected.  Management  intends  to  hold expenses to a minimum and to obtain
services  on  a  contingency  basis  when  possible.  The Company may also issue
options,  warrants  or  shares  of  its  common stock to consultants who perform
services  for  the  Company. As of the date hereof, the Company has not made any
arrangements  or definitive agreements to use outside advisors or consultants or
to  raise  any  capital.  If the Company does need to raise capital, most likely
the  only  method  available  to  the  Company  would be the private sale of its
securities.  Because  of  the nature of the Company's operations, it is unlikely
that  it  could  make  a  public sale of its securities or be able to borrow any
significant  sum  from  either  a commercial or private lender.  There can be no
assurance that the Company will be able to obtain additional funding when and if
needed,  or that such funding, if available, can be obtained on terms acceptable
to  the  Company.


                                        9
<PAGE>
The  Company  does not intend to hire any employees, with the possible exception
of  part-time  clerical  assistance  on an as-needed basis.  Outside advisors or
consultants  will  be used only if they can be obtained for minimal cost or on a
deferred  payment  basis or are willing to accept options, warrants or shares of
the  Company's  common  stock  as  payment.

OTHER  MATTERS

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.


                                       10
<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,  2001  and  2000

     Consolidated  Statements  of  Operations for the Years Ended March 31, 2001
     and  2000

     Consolidated  Statement  of  Stockholders' Equity for the Years Ended March
     31,  2001  and  2000

     Consolidated  Statements  of  Cash Flows for the Years Ended March 31, 2001
     and  2000

     Notes  to  Consolidated  Financial  Statements.


                                       11
<PAGE>
                       CARING PRODUCTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                        Consolidated Financial Statements

                             March 31, 2001 and 2000

                   (With Independent Auditors' Report Thereon)


                                       12
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -


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, 2001 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, 2001 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 $344,511. 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
April  16,  2001


                                       13
<PAGE>
<TABLE>
<CAPTION>
                        CARING PRODUCTS INTERNATIONAL, INC. AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS


                                                 ASSETS


                                                                           MARCH 31,      MARCH 31,
                                                                             2001           2000
                                                                         -------------  -------------
<S>                                                                      <C>            <C>
Current Assets
  Cash                                                                   $     74,873   $    181,763
  Accounts receivable less allowance
     of $0 and $3,026 at March 31, 2001 and 2000, respectively                      -         57,498
  Inventory                                                                         -         15,715
  Prepaid expenses                                                                  -         24,091
                                                                         -------------  -------------

          Total current assets                                                 74,873        279,067

  Equipment, net                                                                    -         20,338
                                                                         -------------  -------------

                                                                         $     74,873   $    299,405
                                                                         =============  =============


                                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                       $      2,545   $    107,945
  Accrued liabilities                                                               -         24,621
                                                                         -------------  -------------

          Total current liabilities                                             2,545        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, 12,056,343 and 3,056,343
    in March 31, 2001 and 2000, respectively                                  120,564         30,564
  Additional paid-in capital                                               19,392,069     19,232,069
  Accumulated deficit                                                     (19,440,305)   (19,095,794)
                                                                         -------------  -------------

          Total stockholder's equity                                           72,328        166,839
                                                                         -------------  -------------

                                                                         $     74,873   $    299,405
                                                                         =============  =============
</TABLE>

          See accompanying notes to consolidated financial statements


                                       14
<PAGE>
<TABLE>
<CAPTION>
              CARING PRODUCTS INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FISCAL YEAR ENDED MARCH 31, 2001 AND 2000


                                    MARCH 31,    MARCH 31,
                                      2001          2000
                                   -----------  ------------
<S>                                <C>          <C>
Revenues                           $  107,759   $   538,489
Cost of Sales                          11,535       490,742
                                   -----------  ------------

        Gross profit                   96,224        47,747

Operating expenses
  Selling and Marketing                61,004       168,235
  General and administrative          385,487       877,326
  Amortization and depreciation        20,338        47,459
                                   -----------  ------------

        Total operating expenses      466,829     1,093,020
                                   -----------  ------------

        Loss from operations         (370,605)   (1,045,273)

Other income (expense)
  Other income                         26,094       408,251
  Interest expense                          -          (741)
  Loss on sale of assets                    -       (96,365)
  Other, net                                -       (19,096)
                                   -----------  ------------

                                       26,094       292,049
                                   -----------  ------------

        Net loss                   $ (344,511)  $  (753,224)
                                   ===========  ============


  Net loss per common share,       $    (0.11)  $     (0.25)
                                   ===========  ============
    primary and fully diluted
</TABLE>

          See accompanying notes to consolidated financial statements


                                       15
<PAGE>
<TABLE>
<CAPTION>
              CARING PRODUCTS INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FISCAL YEAR ENDED MARCH 31, 2001 AND 2000



                                                              MARCH 31,    MARCH 31,
Increase (Decrease) in Cash                                     2001         2000
                                                             -----------  -----------
<S>                                                          <C>          <C>
Cash flows from operating activities
  Net loss                                                   $ (344,511)  $ (753,224)
  Adjustments to reconcile net loss to net cash
    used in operating activities
    Amortization and depreciation                                20,338       47,459
    Issuance of restricted common stock to employees                  -       55,000
    Loss from disposal of equipment                                   -       96,365
    Provision for losses in accounts receivable                       -      456,974
    Provision for losses in inventory                                 -      166,153
    Changes in operating assets and liabilities
      Customer Sales Account Deposit                                        (244,575)
      Accounts receivable                                        57,498     (161,209)
      Inventory                                                  15,715      378,470
      Prepaid expenses                                           24,091        1,117
      Other assets                                                    -       18,041
      Accounts payable                                         (105,400)    (218,800)
      Accrued liabilities                                       (24,621)     (19,205)
                                                             -----------  -----------
        Net cash used in operating activities                  (356,890)    (177,434)

Cash flows from investing activities
  Proceeds from sale of equipment                                     -        1,350
                                                             -----------  -----------
        Net cash provided by investing activities                     -        1,350

Cash flows from financing activities
  Sale of common stock                                          250,000            -
  Investment in Creative Products common stock                        -       19,200
  Cash contributed to Creative Products                               -     (369,200)
                                                             -----------  -----------
        Net cash provided by (used in) financing activities     250,000     (350,000)

Decrease in cash                                               (106,890)    (526,084)

Cash at beginning of period                                     181,763      707,847
                                                             -----------  -----------

Cash at end of period                                        $   74,873   $  181,763
                                                             ===========  ===========

Supplemental cash flow information:
  Cash paid for interest                                     $        -   $      741
                                                             ===========  ===========

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

          See accompanying notes to consolidated financial statements


                                       16
<PAGE>
<TABLE>
<CAPTION>
                   CARING PRODUCTS INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE YEARS ENDED MARCH 31, 2001 AND MARCH 31, 2000


                                      COMMON STOCK        ADDITIONAL                    TOTAL
                                 ----------------------    PAID-IN      ACCUMULATED  STOCKHOLDERS'
                                   SHARES      AMOUNT      CAPITAL        DEFICIT       EQUITY
                                 -----------  ---------  ------------  -------------  -----------
<S>                              <C>          <C>        <C>           <C>            <C>
April 1, 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
                                                                                               -
Sale of common stock              9,000,000     90,000       160,000              -      250,000

Net loss for the year ended               -          -             -       (344,511)    (344,511)
                                 -----------  ---------  ------------  -------------  -----------
Balance at March 31, 2001        12,056,343   $120,564   $19,392,069   ($19,440,305)  $   72,328
                                 ===========  =========  ============  =============  ===========
</TABLE>

          See accompanying notes to consolidated financial statements


                                       17
<PAGE>
                       CARING PRODUCTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2001 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. The Company discontinued its incontinence
          product  business  in  Fiscal  2001.

     (b)  BASIS  OF  PRESENTATION
          These  consolidated  financial  statements  are prepared in accordance
          with  generally accepted accounting principles in the United States of
          America  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). 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. The
          Company  liquidated  all  of  its  remaining inventory in Fiscal 2001.

     (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)  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.

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

     (e)  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 income in the consolidated statements of operations.
          Gains and losses arising from these transactions for each of the years
          ended  March 31 include a gain of $2,747 for 2001 and a gain of $6,758
          for  2000,  respectively.

     (f)  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 3,081,001 as of March 31, 2001 and 2,987,781 as of
          March  31,  2000  respectively. Diluted loss per share for all periods
          presented  equaled basic loss per share due to antidilutive effects of
          the  potentially  dilutive  securities. As of March 31, 2001 and 2000,
          total  warrants  and options of 2,624,250 and 2,827,813, respectively,
          were  not  included  in  loss  per  share  computations  due  to their
          antidilutive  effect.


                                       18
<PAGE>
     (g)  USE  OF  ESTIMATES
          The  preparation  of  consolidated  financial statements in conformity
          with  accounting principles generally accepted in the United States of
          America  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.

(3)  GOING  CONCERN

          As  shown  in  the  consolidated  financial  statements,  the  Company
          incurred  a net loss of $344,511 in 2001 and $753,224 in 2000 There is
          substantial  doubt  of  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  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
          condition.  The  sale  of inventory has been a primary source of funds
          for  the  Company's  operations during the fiscal year ended March 31,
          2001.  The  Company  no  longer has inventory available for sale as of
          March  31,  2001.

          New  management  intends  to  investigate, research and, if justified,
          potentially  acquire  or merge with one or more businesses or business
          opportunities.  The Company currently has no contractual commitment or
          arrangement  to participate in any business opportunity and management
          cannot predict the nature of any potential business opportunity it may
          ultimately  consider.  Management  will  have  broad discretion in its
          search  for  and  negotiations with any potential business or business
          opportunity.  There can be no assurance that the Company will have the
          ability  to  acquire  or  merge  with  an operating business, business
          opportunity or property that will be of material value to the Company.
          Due  to the Company's lack of financial resources, it may be difficult
          to  successfully  complete  any  merger with any potential business or
          business  opportunity. The Company's shares currently trade on the OTC
          Bulletin  Board. There is no assurance that the financial markets will
          accept  any  potential  business  partner  or opportunity or an active
          market  for  the  Company's  securities  will  develop.

(4)  EQUIPMENT

     Equipment  consists  of  the  following:
                                                           MARCH 31,   MARCH 31,
                                                             2001        2000
                                                           ---------    --------
          Computer  equipment                              $  23,225    $ 23,225
          Office  equipment                                    5,330       5,330
          Capital  lease  office  equipment                   40,076      40,076
                                                           ---------    --------
                                                              68,631      68,631

          Less accumulated depreciation and amortization      68,631      48,293
                                                           ---------    --------

                                                           $       -    $ 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.

(5)  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.


                                       19
<PAGE>
(6)  STOCKHOLDERS'  EQUITY

     (a)  SALE  OF  COMMON  STOCK
          On  March  30, 2001, the Company entered into a subscription agreement
          whereby  the  Company  sold  9,000,000  shares of its common stock for
          $250,000  to  an  individual.

     (b)  WARRANTS
          At  March  31,  2001  the Company had warrants outstanding to purchase
          common  shares  as  follows:

<TABLE>
<CAPTION>
                                                                      2001
                                                                    ---------
<S>                                                                 <C>

Warrants issued to non-executive employee to purchase
    one share at $5.00 until January 31, 2004                          18,750
Warrants issued to two non-executive employees to purchase one
    share at $1.875 until January 31, 2004                            130,000
Warrants issued to non-employee to purchase one share
    at $1.875 until May 4, 2003                                        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
                                                                    ---------

                Total warrants outstanding                          1,948,750
                                                                    ---------
</TABLE>

     (c)  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.

(7)  EMPLOYEE  BENEFIT  PLANS

     (a)  STOCK  OPTION  PLANS
          As  of  March  31,  2001 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. 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, 625,000
          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  1993  and  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.


                                       20
<PAGE>
          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,  2001  and  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. There were 112,500 of these stock
          options  outstanding  as  of March 31, 2001 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.  The fair value of option
          grants  is  estimated using the Black-Scholes option-pricing model. No
          options  were issued in 2001 and 2000 and all options granted prior to
          Fiscal  Year  2000  were  fully  vested as of March 31, 2001 and 2000;
          therefore,  no  compensation  expense would have been recognized under
          SFAS  No.  123.

          The  following  is  a  summary  of  stock options outstanding at March
          31,2001:

                                       OPTIONS  OUTSTANDING
                            --------------------------------------------------
                                         WEIGHTED-AVERAGE
                              NUMBER        REMAINING           NUMBER OF
          EXERCISE PRICES   OUTSTANDING  CONTRACTUAL LIFE  OPTIONS EXERCISABLE
          ----------------  -----------  ----------------  -------------------
          1.875                 20,000       2.267 years               20,000
          1.875                543,000        2.09 years              543,000
          5.00                 112,500        1.41 years              112,500

(8)  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 $4,879,000 and $3,354,000 as
     of  March 31, 2001 and 2000, respectively. Total U.S. Federal net operating
     loss carryforwards of approximately $14,350,000 at March 31, 2001 expire in
     the  years  2009  to  2020,  but  are  further  limited as discussed below.

     The Company has not recorded an income tax benefit in the years ended March
     31,  2001  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.

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

                                               2001          2000
                                           ------------  ------------
          Tax benefit at statutory rate    $   117,100   $   256,100
          Permanent differences                   (200)      (12,000)
          Loss from discontinued
               Canadian operations           1,408,100     1,661,900
          Increase in valuation allowance   (1,525,000)   (1,906,000)
                                                         ------------
                    TOTAL                  $         -   $         -
                                           ============  ============

(9)  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.


                                       21
<PAGE>
(10)  OTHER  INCOME

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


                                                 2001      2000
                                                -------  --------

          Interest income                       $   228  $ 12,286
          Discounted accounts payable             3,912    65,100
          Settlement for customer credits         4,050   184,177
          Effects of change in estimate of
               allowance for doubtful accounts        -   100,239
          Recovery of bad debts                       -    26,825
          Other                                  17,904    19,624
                                                -------  --------

                                                $26,094  $408,251
                                                =======  ========


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

  None.


                                       22
<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, 2001, 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, 2001.

The  following  table  sets  forth  information  concerning  the  directors  and
executive  officers  of  the  Company  as  of  March  31,  2001:

     Susan  A.  Schreter          39               President

     Raymond  A.  Bills*          56               Director

     Ian  W.  Rice*               61               Chairman

     *Subject  to compliance with Rule 14f-1 of the Security and Exchange Act of
1934.

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 five 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 is President of the Company and 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.  Ms. Schreter currently serves as acting Chief
Executive  Officer  and Chairman of the Board of Creative Products International
Inc.

RAYMOND  A.  BILLS  was  employed  by Dictaphone Corporation from 1969 until his
retirement  in  1996.  He  held  various  sales  and sales management positions,
serving  as  Major  Account  Manager/Hospital Specialist in the Phoenix District
from  1983  until  1996.

IAN  W.  RICE  is  President  and Chief Executive Officer and a director of Ikon
Ventures,  Inc.,  since March 2001, and was Chairman and Chief Executive Officer
from  June  1997  until  March  2001.  Mr.  Rice  has  been a director of Jaguar
Investments,  Inc.,  an  inactive  company  whose  shares  are traded on the OTC
Bulletin  Board,  since  December  2000,  and  the President and Chief Executive
Officer of that company since January 2001. From June 1999 to December 1999, Mr.
Rice  was  President  and  a director, and from September 1999 to December 2000,
Chairman,  of  Wall  Street  Strategies  Corporation,  a  provider  of financial
services  whose  shares  are traded on the OTC Bulletin Board. From January 1994
until  October  1996,  Mr.  Rice  was  Chairman  and  a  director  of Asia Media
Communications,  Ltd.  (n/k/a  MyWeb  Inc.com),  then a holding company based in
Switzerland  whose  shares  are  traded on the OTC Bulletin Board. From November
1985,  until  the  present,  Mr. Rice has been employed as a consultant to Sigma
Limited  S.A.,  a  private  investment  firm  based  in  Switzerland.


                                       23
<PAGE>
POTENTIAL  CONFLICTS  OF  INTEREST

Certain conflicts of interest may arise between the Company and its officers and
directors due to the fact that they have employment and business interests which
they  devote  their primary attention.  The Company's President, Susan Schreter,
is  the Chairman and Chief Executive Officer of Creative Products International,
Inc.  Ian  Rice  is,  among  other  business  activities,  the  Chairman,  Chief
Executive  Officer,  director and a minority shareholder of Ikon Ventures, Inc.,
and  Chairman,  Chief Executive Officer, Director and controlling shareholder of
Jaguar Investments, Inc, both of which companies have a similar business plan of
operation  as  the  Company.  The  interests  of  Ikon Ventures, Inc. and Jaguar
Investments, Inc., may from time to time be competing directly or indirectly for
the  acquisition of a business opportunity candidate.  There may be factors that
make  the Company or one or more of such other companies more or less attractive
to  a  potential  combination  candidate,  such as the age of the company, name,
capitalization,  state  of  incorporation,  articles  of incorporation or by-law
provisions,  etc.  However,  any  such  conflicts  would  not  be expected to be
resolved  through  arms-length  negotiation,  but  rather  in  the discretion of
management.

There  can be no assurance that members of management will resolve all conflicts
of  interest  in  the Company's favor.  The officer and directors of the Company
are  accountable to the Company and its shareholders as fiduciaries, which means
that they are legally obligated to exercise good faith and integrity in handling
the  Company's  affairs  and  in  their  dealings  with  the  Company.

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.

                           SUMMARY COMPENSATION TABLE*
                                                                LONG-TERM
                                                 ANNUAL        COMPENSATION
                                              COMPENSATION        AWARDS
                                              ------------        ------
OPTIONS/SAR'S
NAME OF PRINCIPAL POSITION                   YEAR       ( $)         ( # )
-----------------------------------------  ---------  ---------      -----
Susan A. Schreter, President and Director       2001  $  66,000
                                                2000  $ 175,000*
                                                1999  $ 125,000    215,000


     *  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  in  Fiscal  2001.

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.

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.

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:


                                       24
<PAGE>
<TABLE>
<CAPTION>
      AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED MARCH 31, 2001
                      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
-----------------  ------------  ----------------  ------------------  ---------------
<S>                <C>           <C>               <C>                 <C>
Susan A. Schreter             0  $              0     327,500(1)/0(2)  $    0(1)/$0(2)
</TABLE>

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

<TABLE>
<CAPTION>
          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
-----------------  ------------  ----------------  ------------------  ---------------
<S>                <C>           <C>               <C>                 <C>
Susan A. Schreter             0  $              0     327,500(1)/0(2)  $    0(1)/$0(2)
</TABLE>

(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 issuable 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 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."

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.


                                       25
<PAGE>
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").

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.

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


                                       26
<PAGE>
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.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets forth certain information, as of March 31, 2001 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 (1)                     496,394              4%
      c/o PO Box 9288
      Seattle, WA 98109

Raymond A. Bills                        9,000,000             75%
      c/o 7025 East 1st Avenue
       Scottsdale, Arizona 85251

Ian Rice                                       --              --
      c/o 7025 East 1st Avenue
       Scottsdale, Arizona 85251
                                        9,366,394             79%
                                        (See  footnotes.)
*     Less  than  1%.
(1)   Includes  327,500 shares  issuable upon  exercise of currently outstanding
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,  LIST  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits

          None

     (b)  Reports  on  Form  8-K

          On  April  4,  2001,  The  Company  filed a Current Report on Form 8-K
          reporting  a  change  of  control  of  registrant.


                                       27
<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  April  25,  2001.


                                     CARING  PRODUCTS  INTERNATIONAL,  INC.

                                     By:  /s/  Susan  A.  Schreter
                                          -  - - - - - - - - - - - - - - - - - -
                                          Susan  A.  Schreter,  President


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             President            April 25, 2001
-  -  -  -  -  -  -  -  -  -
Susan  A.  Schreter


                                       28
<PAGE>