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

                                   FORM 10-QSB

(Mark One)
/X/     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the fiscal quarter ended September 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 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-QSB.  / X /


<PAGE>
                   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 September 30, 2001: 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.


                                        2
<PAGE>
                       CARING PRODUCTS INTERNATIONAL, INC
                                   FORM 10-QSB
                     FOR THE PERIOD ENDED SEPTEMBER 30, 2001



                                                                     PAGE NUMBER

PART I:
  Item 1  Financial Statements

          Condensed Consolidated Balance Sheets at March 31, 2001
          and September 30, 2001. . . . . . . . . . . . . . . . . . . . . .  4

          Condensed Consolidated Statements of Operations for the three
          month and six month periods ended September 30, 2000
          and September 30, 2001 (unaudited). . . . . . . . . . . . . . . .  5

          Condensed Consolidated Statement of Cash Flows for the three
          month and six month periods ended September 30, 2000
          and September 30, 2001 (unaudited). . . . . . . . . . . . . . . .  6

          Notes to Condensed Consolidated Financial Statements. . . . . . .  7

  Item 2  Management's Discussion and Analysis of
          Financial Condition and Results of Operations . . . . . . . . . .  9



PART II   OTHER INFORMATION


                                        3
<PAGE>
<TABLE>
<CAPTION>
                       CARING PRODUCTS INTERNATIONAL, INC
                      CONDENSED CONSOLIDATED BALANCE SHEETS



    ASSETS                                                  MARCH 31,     SEPTEMBER 30
                                                               2001           2001
                                                                           (UNAUDITED)
                                                           -------------  -------------
<S>                                                        <C>            <C>
Current Assets
  Cash                                                     $     74,873   $     17,743
                                                           -------------  -------------



                   TOTAL ASSETS                            $     74,873   $     17,743
                                                           =============  =============


        LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                         $      2,545   $     13,356
                                                           -------------  -------------

          Total liabilities                                       2,545         13,356
Stockholders' equity
  Preferred stock, par value $0.01 per share; authorized
  1,000,000; none outstanding
  Common stock, par value $0.01 per share; authorized               121            121
      100,000,000 shares; 120,563 issued and
      outstanding
  Additional paid-in capital                                 19,512,512     19,512,512
  Accumulated deficit                                       (19,440,305)   (19,508,246)
                                                           -------------  -------------

          Total stockholders' equity                             72,328          4,387
                                                           -------------  -------------

          TOTAL LIABILITIES AND STOCKHOLDERS EQUITY        $     74,873   $     17,743
                                                           =============  =============
</TABLE>

                 See accompanying notes to financial statements


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                   CARING PRODUCTS INTERNATIONAL, INC.
                             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE THREE AND SIX MONTH PERIODS ENDED SEPTEMBER. 30, 2000 AND 2001
                                               (UNAUDITED)




                                                         THREE MONTH    SIX MONTH      THREE MONTH    SIX MONTH
                                                           PERIOD        PERIOD          PERIOD        PERIOD
                                                            ENDED         ENDED           ENDED         ENDED
                                                        SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                                                             2000         2000             2001         2001
                                                        -------------  -------------  -------------  -----------
<S>                                                     <C>            <C>            <C>            <C>
Revenues
                                                        $          -   $          -   $          -   $        -

Operating expenses
  General and Administrative                                       -              -         10,595       68,193
                                                        -------------  -------------  -------------  -----------

        Loss from operations                                       -              -        (10,595)     (68,193)
                                                        -------------  -------------  -------------  -----------

        Other Income                                               -              -             15          252
                                                        -------------  -------------  -------------  -----------
        Loss from continued operations
        before discontinued operations                             -              -         10,580       67,941
                                                        -------------  -------------  -------------  -----------

    Discontinued operations
        Loss from operations of
        discontinued company                            $    (73,823)  $   (214,049)  $          -   $        -
                                                        =============  =============  =============  ===========

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

  Net operating loss per common share                   $          -   $          -   $      (0.09)  $    (0.56)
                                                        =============  =============  =============  ===========
  Loss from discontinued operations
     per common share                                   $      (2.41)  $      (7.01)  $          -   $        -
                                                        =============  =============  =============  ===========
</TABLE>

                 See accompanying notes to financial statements


                                        5
<PAGE>
<TABLE>
<CAPTION>
                             CARING PRODUCTS INTERNATIONAL, INC.
                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 30, 2000 AND
                                             2001

                                          (UNAUDITED)




Increase/(decrease) in Cash                       SEPTEMBER 30, 2000    SEPTEMBER 30, 2001
                                                 --------------------  --------------------
<S>                                              <C>                   <C>
Cash flows from operating activities
  Net loss from operations                       $                 -   $           (67,941)
  Net loss from discontinued operations                     (214,049)                    -
  Adjustments to reconcile net loss to net cash
    used in operating activities
    Amortization and depreciation                              4,854                     -
    Changes in operating assets and liabilities
      Accounts receivable                                     49,244                     -
      Inventories                                              9,335                     -
      Prepaid expenses                                        19,995                     -
      Accounts payable                                       (25,782)               10,811
      Accrued liabilities                                    (12,122)                    -
                                                 --------------------  --------------------
        Net cash used in operating activities               (168,525)              (57,130)
                                                 --------------------  --------------------

Decrease in Cash                                            (168,525)              (57,130)
                                                 --------------------  --------------------

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

Cash at end of period                            $            13,238   $            17,743
                                                 ====================  ====================
</TABLE>

                 See accompanying notes to financial statements


                                        6
<PAGE>
                      CARING PRODUCTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
          THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 2001



(1)  FINANCIAL STATEMENTS

The  unaudited consolidated financial statements and related notes are presented
as  permitted  by  Form 10QSB 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.

(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 for the three and six months ended
September  30,  2001 and 30,563 for the three and six months ended September 30,
2000.  Because  of the net loss for the three and six months ended September 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 September 30, 2001 and 2000, there were 26,242 and 26,242
shares  of  potentially  issuable  common  stock  post  reverse  split.



(3)  MANAGEMENT PLANS

On  March  30, 2001 the Company consummated a private placement of 90,000 shares
of  its  common  stock, to Raymond A Bills, a previously unaffiliated accredited
investor.  Mr.  Bills  paid  $250,000  in  consideration for the issuance. After
giving  effect  to  the  transaction  and  the  30,0563  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  fiscal  year  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 its strategic operations. Certain reclassifications have been
made  to  the  September  30, 2000 financial statements to reflect the change in
operations.

(4)  STOCKHOLDERS' EQUITY

On March 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 the number of shares and per
share price have been adjusted retroactively to reflect the effect of the split.
On  May 29, 2001, the Company adopted the 2001 Employee Stock Compensation Plan,
which  authorized  the issuance of up to 5 million shares of common stock of the
Company for stock options. As of September 30, 2001, there were no stock options
issued  under  this  plan.


                                        7
<PAGE>
(5)  GOING CONCERN

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 and financing activities.
There  is  no  assurance  that  the Company will be successful in its efforts to
significantly  improve  its  financial  condition.


                                        8
<PAGE>

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 any consultants
or  advisors  to  identify  business  venture  opportunities  or made any formal
arrangements  to  raise  additional  funds  to  support  the  Company's business
operations.

RESULTS OF OPERATIONS

The  Company  recorded  no  operating  revenues  during  the six and three month
periods  ended  September,  30,  2001.  The  Company discontinued all operations
related  to  the adult incontinence market in early 2001.  In the comparable six
and  three month periods, the Company generated revenues related to discontinued
operations  of  $84,400  and  $48,150, respectively.  The reported cost of goods
sold  for  the  six and three month periods was $9,335 and $4,721, respectively.

General  and  administrative  costs during the six and three month periods ended
September  30,  2001  was  $68,193 and $10,595.  The reduction in administrative
expenses  was  attributable  to  lower legal and administrative costs associated
with public filings and maintaining the Company.  The Company generated interest
income  of  $15  during the three month period ended September 30, 2001 and $252
during the six month period ended September 30, 2001.  The reduction in interest
income  is  attributable  to  lower  cash  balances  held in the Company's trust
account.

As  a result of the above, the Company generated a loss of $10,580 for the three
month  period  ended  September 30, 2001 and a loss of $67,941 for the six month
period.  The  net  loss per share for the three month period ended September 30,
2001  was  $.09  and  the  net  loss  per  share  for the six month period ended
September  30,  2001  was  $.56.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  of  September 30, 2001 the Company's principal sources of liquidity included
cash  of  $17,743.  The  Company  sold  all remaining inventory during the prior
fiscal  year,  and  has no source of working capital nor outstanding collectible
receivables  to  generate  working  capital  to  support the Company's continued
operations.   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


                                        9
<PAGE>
services  for  the  CompanyAs  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.


OTHER MATTERS

DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION


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.


PART 111

ITEM 1.  LEGAL  PROCEEDINGS

         None

ITEM 2.  CHANGES  IN  SECURITIES.

         None

ITEM 3.  DEFAULTS  ON  SENIOR  SECURITIES

         None

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

         None

ITEM 5   OTHER  INFORMATION

         None

ITEM 6   EXHIBITS

         None


                                       10
<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 Scottsdale,
AZ,  on  November  17,  2001.

                                   CARING PRODUCTS INTERNATIONAL, INC.

                                   By:  /s/  Ian Rice
                                   -----------------------------------
                                        Ian Rice, Chairman


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 Rice                     Chairman                 November 17, 2001
---------------------
Ian Rice


                                       11
<PAGE>