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

                                   FORM 10-QSB
(Mark  One)
/ X /    ANNUAL  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  SECURITIES
         EXCHANGE  ACT  OF  1934
For the quarter ended June 30, 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 E First Avenue Suite 5, Scottsdale AZ 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-QSB.  / X /


                   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 June 30, 2001 was 120,563 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.


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<TABLE>
<CAPTION>
                       CARING PRODUCTS INTERNATIONAL, INC
                                   FORM 10-QSB
                       FOR THE PERIOD ENDED JUNE 30, 2001


     INDEX                                                                              PAGE NUMBER

<S>           <C>                                                                       <C>
PART  I:      FINANCIAL  INFORMATION


     Item 1   Financial  Statements

              Condensed Consolidated Balance Sheets at March 31, 2001
              and June 30, 2001 (unaudited)                                                       3


              Condensed Consolidated Statements of Operations for each of the three-month
              periods  ended  June 30, 2000 and June 30, 2001
              (unaudited)                                                                         4

              Condensed Consolidated Statements of Cash Flows for the three-month
              periods  ended  June 30, 2000 and June 30, 2001
              (unaudited)                                                                         5

              Notes  to  Condensed  Consolidated  Financial  Statements                           6


     Item 2   Managements  Discussion  and  Analysis  of
                  Financial  Condition  and  Results  of  Operations                              7


PART  II      OTHER INFORMATION                                                                   9
</TABLE>


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<TABLE>
<CAPTION>
                      CARING PRODUCTS INTERNATIONAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                     ASSETS

                                                              MARCH 31,      JUNE 30,
                                                                2001           2001
                                                                            (UNAUDITED)
                                                            -------------  -------------
<S>                                                         <C>            <C>
Current Assets
  Cash                                                      $     74,873   $     21,100
                                                            -------------  -------------

    Total assets                                            $     74,873   $     21,100
                                                            =============  =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                          $      2,545   $      6,134
                                                            -------------  -------------

    Total liabilities                                              2,545          6,134

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,
    100,000,000 shares; issued and outstanding,
    120,563 shares                                                   121            121
  Additional paid-in capital                                  19,512,512     19,512,512
  Accumulated deficit                                        (19,440,305)   (19,497,667)
                                                            -------------  -------------

          Total stockholder's equity                              72,328         14,966
                                                            -------------  -------------

                                                            $     74,873   $     21,100
                                                            =============  =============
</TABLE>

                 See accompanying notes to financial statements


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<TABLE>
<CAPTION>
                      CARING PRODUCTS INTERNATIONAL, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                THREE MONTH PERIODS ENDED JUNE 30, 2000 AND 2001
                                  (UNAUDITED)

                                                              JUNE 30      JUNE 30
                                                                2000        2001
                                                             ----------  -----------
<S>                                                          <C>         <C>
Revenues                                                     $       -   $        -
                                                             ----------  -----------

        Gross profit                                                 -            -

Operating expenses
    General and administrative                                       -       57,598
                                                             ----------  -----------

        Total operating expenses                                     -       57,598
                                                             ----------  -----------

        Operating Loss                                               -      (57,598)

Other income
    Other income                                                     -          237
                                                             ----------  -----------

        Total other income                                           -          237
                                                             ----------  -----------

        Loss from continuing operations before discontinued  $       -   $  (57,362)
                                                             ----------  -----------
                 operations

Discontinued operations
    Loss from operations of discontinued company             ($140,226)  $        0
                                                             ----------  -----------


        Net Loss                                             $(140,226)  $  (57,362)
                                                             ==========  ===========


  Weighted average common shares outstanding                    30,563      120,563
                                                             ==========  ===========

  Net operating loss per common share                        $       -   $    (0.48)
                                                             ==========  ===========
  Loss from discontinued operations per common share         $   (4.59)  $        -
                                                             ==========  ===========
</TABLE>

                 See accompanying notes to financial statements


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<TABLE>
<CAPTION>
                      CARING PRODUCTS INTERNATIONAL, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                THREE MONTH PERIODS ENDED JUNE 30, 2000 AND 2001
                                  (UNAUDITED)



                                                  JUNE 30     JUNE 30
Increase (Decrease) in Cash                         2000       2001
                                                 ----------  ---------
<S>                                              <C>         <C>

Cash flows from operating activities
  Net loss from operations                       $       -   $(57,362)
  Net loss from discontinued operations           (140,226)         -
  Adjustments to reconcile net loss to net cash
    used in operating activities
    Amortization and depreciation                    4,854          -
    Changes in operating assets and liabilities
      Customer sales account deposit                32,339          -
      Accounts receivable                           35,754          -
      Inventories                                    4,614          -
      Prepaid expenses                              16,923          -
      Accounts payable                             (21,711)     3,589
      Accrued liabilities                           (9,465)         -
                                                 ----------  ---------
        Net cash used in operating activities      (76,918)   (53,773)

Decrease in cash                                   (76,918)   (53,773)

Cash at beginning of period                        181,763     74,873
                                                 ----------  ---------

Cash at end of period                            $ 104,845   $ 21,100
                                                 ==========  =========

Supplemental cash flow information:
  Cash paid for interest                         $       -   $    550
                                                 ==========  =========
</TABLE>

                 See accompanying notes to financial statements


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<PAGE>
                       CARING PRODUCTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
            THREE MONTH PERIOD ENDED JUNE 30, 2000 AND JUNE 30, 2001


NOTE  1  -  FINANCIAL  STATEMENTS

     The  unaudited  consolidated  financial  statements  and  related notes are
     presented  as  permitted  by  Form  10-QSB  and  do  not  contain  certain
     information  included  in  the  Company's  audited  consolidated  financial
     statements  and  notes  for  the  fiscal  year  ended  March  31, 2001. The
     information  furnished  reflects,  in  the  opinion  of  management,  all
     adjustments,  consisting of normal recurring accruals, necessary for a fair
     presentation  of  the results of the interim periods presented. The results
     of  operation for the interim periods are not necessarily indicative of the
     results  to  be  expected for the entire fiscal year ending March 31, 2002.
     The  accompanying  unaudited  consolidated financial statements and related
     notes should be read in conjunction with the audited consolidated financial
     statements  and  the Form 10-KSB of Caring Products International, Inc. and
     its  subsidiaries  (the  "Company")  and notes thereto, for its fiscal year
     ended  March  31,  2001.

NOTE  2  -  LOSS  PER  COMMON  SHARE

     The Company accounts for loss per common share under Statement of Financial
     Accounting  Standards  No  128,  "Earnings  Per  Share"  which  established
     standards  for  computing and presenting earnings per share. Basic loss per
     share  is based on the weighted average number of shares outstanding during
     each  quarter available to common shareholders. The weighted average shares
     for  computing  the  Company's basic loss per share were 120,563 and 30,563
     for  the  three  months ended June 30, 2001 and 2000, respectively. Because
     the net loss for the three months ended June 30, 2001 and 2000, potentially
     dilutive  common  stock  issuances  were not included in the calculation of
     diluted earnings per share as their inclusion would be anti-dilutive. As of
     June  30, 2001 and 2000, there were 26,242 and 26,242 shares of potentially
     issueable  common  stock  post  reverse  split,  respectively.

NOTE  3  -  MANAGEMENT  PLANS

     On  March  30,  2001, the Company consummated a private placement of 90,000
     shares  of  its  common  stock,  $0.01  par  value (the "Common Stock"), to
     Raymond  A. Bills (the "Transaction"), a previously unaffiliated accredited
     investor.  Mr.  Bills paid the Company $250,000.00 in consideration for the
     issuance.  After giving effect to the Transaction and the 30,563 previously
     issued  and outstanding shares of Common Stock, Mr. Bills is the beneficial
     owner  of approximately 74.6% of the Company's Common Stock and now has the
     ability  to  exercise  control  over  the  Company's  affairs.

     The  operations  related  to the marketing of various incontinence products
     ceased  during  the quarter ended March 31, 2001. The Company has no source
     of  operating  revenues  or  prospects  for  the  initial development of an
     operating  business.  The  Company  continues  to  maintain  part-time
     administrative  support  while  it  reviews  is  strategic options. Certain
     reclassifications  have been made to the June 30, 2000 financial statements
     to  reflect  the  change  in  operations.

     The Company's ability to continue as a going concern is contingent upon its
     ability  to raise funds through debt or equity resources. No assurances can
     be  given that the Company will be successful attracting new capital to the
     Company  or  completing  an  acquisition,  which  can support the Company's
     working  capital  requirements.

NOTE  4  -  STOCKHOLDERS'  EQUITY

     On  May  29,  2001,  the  Company  authorized an increase in the authorized
     number  of  shares  of  common  stock  of  the  Company  to  100,000,000.
     Additionally,  the  Company  authorized  a  100:1  reverse stock split. The
     increase  in  authorized shares is considered to be post reverse split. The
     Company filed amended articles of incorporation with the state of Delaware,
     which  was approved on July 12, 2001, reflecting both of these actions. All
     references  to  number  of  shares  and  per share price have been adjusted
     retroactively  to  reflect  the  effect  of  this  split.

     On  May  29, 2001, the Company adopted the 2001 Employee Stock Compensation
     Plan,  which  authorized  the  issuance of up to 5,000,000 shares of common
     stock  of the Company for stock options. As of June 30, 2001, there were no
     stock  options  issued  under  this  plan.


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     ITEM 2. 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-QSB.

OVERVIEW

The Company discontinued all operations related to the production, marketing and
sale of various adult incontinence products in early 2001. On March 30, 2001 the
Company  consummated  a  private  placement of 90,000 shares of its common stock
to  a  previously unaffiliated accredited investor for $250,000.   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.   The  Company  has  minimal  assets and no active business related to
operations,  or  research  and development.  The Company intends to seek out and
investigate  possible business opportunities with the intent to acquire or merge
with one or more business ventures into the Company.  As of the date hereof, the
Company has not made any arrangements nor entered into any definitive agreements
to  acquire or merge a business venture into the Company, employ and consultants
or  advisors  to  identify  business  venture  opportunities  or made any formal
arrangements  to  raise  additional  funds  to  support  the  Company's business
operations.

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

RESULTS  OF  OPERATIONS  AND  OPERATING  EXPENSES

The  Company  recorded no operating revenues during the three-month period ended
June  30,  2001.  The  Company  discontinued all operations related to the adult
incontinence  market  in  early  2001.  In  the  comparable  period  the Company
generated  revenues  related  to  discontinued operations of $36,250 and cost of
goods  sold  of  $4,614.

General  and  administrative  costs  were $57,598 in the June 30 2001 period, of
which $46,667 were legal and accounting fees attributable to the completion of a
private  placement in March, 2001 and preparation of various filings and notices
associated  with  the  private  placement,  change  of  control  of the Board of
Directors  and  100:1  reverse  stock  split of the Company's outstanding common
stock.  In the prior comparable period ended June 30, 2000, the Company incurred
general  and  administrative  costs of  $156,982 of which $34,069 were legal and
accounting  fees.  This  64% decrease in total general and administrative is due
to  discontinuation  of  the  Company's  operations.

The  Company  generated interest income of $236 in the Fiscal 2001 Period and no
interest  in  the Fiscal 2000 Period.  As a result, the Company generated a loss
of  $57,362  for the 2001 Period.  The comparable 2000 period was a discontinued
operation  and had a net loss of $140,226 for the 2001 Period.  The net loss per
share for the Period ended 2001 was $0.48 and$4.59 for 2000,adjusted for reverse
stock  split,  a  decrease  of  90%.

PLAN  OF  OPERATION

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 business ventures. Because the Company lacks funds, it may be necessary for
the  Company's  directors and officers 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.  If the Company engages outside
advisors  or  consultants  in  its  search for business opportunities, it may be
necessary  for  the Company to attempt to raise additional funds. 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  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.

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. Management is confident that it will be
able  to  operate  in  this  manner  and  to  continue  its  search for business
opportunities  during  the  next  12  months.


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<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

On  March  30,  2001  the  Company  consummated  a  private  placement of 90,000
shares  of its common stock to a previously unaffiliated accredited investor for
$250,000.  As  of  June  30,  2001,  the Company's principal source of liquidity
included  cash  of  $21,100.  The Company has no commitments for any significant
capital expenditures.  However, the Company will incur routine fees and expenses
incident to its reporting duties as a public company, and it will incur fees and
expenses  if it makes or attempts to make an acquisition. The Company expects no
significant  operating  costs  other than professional fees payable to attorneys
and  accountants.

The  Company  does  not  anticipate  that  funding will be necessary in order to
complete  a proposed business combination, except possibly for fees and costs of
the  Company's  professional  advisers. Accordingly, there are no plans to raise
capital  to  finance  any business combination, nor does management believe that
any  combination  candidate will expect cash from the Company. The Company hopes
to  require  the candidate companies to deposit with the Company an advance that
the  Company  can  use to defray professional fees and costs and travel, lodging
and other due diligence costs of management. Otherwise, management would have to
advance such costs out of their own pockets, and there is no assurance that they
will  advance  such  costs.

Other routine expenses, such as making required filings with the SEC and related
expenses will inevitably be incurred. In order to pay these, the Company will be
forced  to  borrow  money  or  prevail  upon  existing  shareholders  to provide
additional capital, whether as a loan or investment, to the Company. It is by no
means  certain that existing shareholders will want or be financially able to do
so.  There  are  no  plans to sell additional securities of the Company to raise
capital.  The  Company's  failure for any reason to timely file reports required
under the Securities Exchange Act of 1934, as amended, could subject it to fines
and  penalties  and make it less desirable to a potential combination candidate.
None  of  these  sources of funds is assured and, if no funds can be raised, the
Company  may  be  effectively  unable  to  pursue  its  business  plan.

The  Company's  shareholders  and  management  members  who advance money to the
Company  to cover operating expenses will expect to be reimbursed by the company
acquired,  prior  to or simultaneously with the completion of a combination. The
Company  has  no  intention  of  borrowing money to pay any officer, director or
shareholder  of  the  Company  or  their  affiliates.

FORWARD  LOOKING  STATEMENTS

This Form 10-QSB 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.


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PART  I:          FINANCIAL  INFORMATION


Item  1        Legal  Proceedings.

               None.

Item  2        Changes  in  Securities.

               None

Item  3        Defaults  Upon  Senior  Securities.

               None.

Item  4        Submission  of  Matters  to  a  Vote  of  Security  Holders

               None.

Item  5        Other  Information.

               None.

Item  6        Exhibits

               27.1  --  Financial  Data  Schedule


                                   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  August  20,  2001.


                              CARING  PRODUCTS  INTERNATIONAL,  INC.

                              By:  /s/  Ian  W  Rice
                                   ---------------------------------------
                                   Ian  W  Rice
                                   Chairman  and  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/  Ian W Rice                                       August 20, 2001
---------------------
Ian Rice


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