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 December 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 000-27615

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

DELAWARE                                                              52-2158936
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                      ------------------------------------

                  4801 Aurora Ave N. Seattle, WASHINGTON 98103
                          (principal executive offices)

                                 (206) 264-1005
                (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
be  the  best  of  the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KS. /X/

State issuer's other income for its most recent fiscal year  $282,334.

State  the  aggregate  market  value  of the voting stock held my non-affiliated
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. Not
applicable.


<PAGE>
              ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEEDING 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  the latest practicable. As of December 31, 2001, the Registrant
had  7,109,705  Common  Stock  shares  outstanding.

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

                      DOCUMENTS INCORPORATED BY REFERENCES

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


                                        2
<PAGE>
<TABLE>
<CAPTION>
     INDEX                                                             PAGE NUMBER

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

     Item 2     Description of Properties . . . . . . . . . . . . . . . . . .   5

     Item 3     Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .   5

     Item 4     Submission of Matters to a Vote of Security Holders . . . . .   5


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

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

     Item 7     Financial Statements. . . . . . . . . . . . . . . . . . . . .   8

                Balance Sheets at December 31, 2001 . . . . . . . . . . . . .  10

                Statements of Operations for the years
                Ended December 31, 2000 and December 31, 2001
                And for the Period from March 25, 1999 to December 31,2001. .  11

                Statement of Stockholders Equity for the years
                Ended December 31, 2000 and December 31, 2001
                And for the Period from March 25, 1999 to December 31, 2001 .  12

                Statements of Cash Flows for the years
                Ended December 31, 2000 and December 31, 2001
                And for the Period from March 25, 1999 to December 31, 2001 .  13

                Notes to Financial Statements . . . . . . . . . . . . . . . .  14

PART III
     Item 8     Directors, Executive Officers, Promoters and Control Persons:
                Compliance with Section 16(a) of the Exchange Act . . . . . .  18

     Item 9     Executive Compensation. . . . . . . . . . . . . . . . . . . .  19

     Item 10    Certain Relationships and Related Transactions. . . . . . . .  19

     Item 11    Description of Securities . . . . . . . . . . . . . . . . . .  20

     Item 12    Stock Option Plans. . . . . . . . . . . . . . . . . . . . . .  20

     Item 13    Security Ownership. . . . . . . . . . . . . . . . . . . . . .  21

     Item 14    Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . .  22
</TABLE>


                                        3
<PAGE>
                                     PART I

ITEM 1  ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS

GENERAL

Creative  Products International, Inc. (the "Company" or "CPI") is a development
stage  company  organized  to  commercialize  certain product and services which
either  (i) are sold through chain retail stores; (ii) serve manufacturers which
sell  products  through  chain retail stores; or (iii) assist chain retailers in
the  management  and  administration  of  certain  retail  and product promotion
programs.  The  Company's  first  business,  developed  under the business names
Coupons4Everything.com,  Rebates4Everything.com  and  Promo  Networks intends to
offer  fully  integrated  manufacturer's  coupons  and  rebate  distribution and
processing  services  for  client consumer product manufacturers and partner web
sites.

CORPORATE  HISTORY

The  Company  was  incorporated  in the State of Delaware on March 25, 1999 as a
subsidiary stock spin off to shareholders on December 23, 1999.  The Company has
had limited operations to date and is in the development stage.  The Company has
elected  to  change  its  name  to  First  Transaction  Management, Inc. to more
directly  reflect  its  current  business interests in promotion and transaction
management  services.

PRODUCTS  AND  SERVICES

Research  and  development  priorities  are geared to identifying niche-oriented
products  and  services which can be promoted over the Internet or offer certain
measurable  cost-saving  and  other  beneficial service improvements for branded
consumer  product  manufacturers  and  chain  retailers  through  information
technology.  The  Company  is  most  advanced  in the development of an Internet
business  which  significantly  lowers the cost of distribution of manufacturers
coupons  and  rebates  for brand-name consumer product manufacturers.  Under the
brand  names  and  URL's  Coupons4Everything.com,  Savings4Everything.com  and
Rebates4Everything.com,  as  well as other web sites which install the Company's
coupon  distribution  and promotion infrastructure, the Company seeks to offer a
large,  diverse selection of coupons and rebates for products purchased in chain
grocery,  drug,  mass  market, home improvement, toy, lawn & garden, craft, pet,
computer  equipment,  auto,  bike and boat dealerships and office supply stores.
Service fees are expected to be paid by the client manufacturers and represent a
substantial  reduction  in  daily cost of coupon distribution advertising versus
traditional Sunday newspaper and direct mail vehicles.  Management believes that
the  cost  savings  plus  added  promotional  features to adequately promote and
describe  product  services,  not  traditionally  available  with  competing
print-based  coupon  distribution  will give the Company a competitive advantage
when  it begins to sell these services to target consumer product manufacturers.
The  service,  when commercially launched, will allow home consumers the ability
to print manufacturers' coupons and rebates that can be used to reduce the price
of a specific product purchase at offline retail stores.  It is anticipated that
receipt  of  coupons  and rebates will be a free service to home consumers.  The
Company  is  planning  other  services  related  to  improving the efficiency of
various  consumer  product  promotion,  processing,  redemption  and information
management  for  the Company's target consumer product manufacturers.  Potential
sources  of revenue include listing fees for coupon and rebate promotion, market
research  fees,  site  referral  fees,  coupon  and  rebate  processing fees and
management  reporting.   Introduction  of  any  revenue  generating products and
services  is  dependent  on  the  Company  raising  new  sources  of  financing,
including,  but  not limited to new equity and debt.  There is no assurance that
the  Company  will  be  able  to  raise  new  equity or develop the partnerships
necessary to advance the Company's development toward a self-sustaining, viable,
business  operation.  In  addition,  the  issuance  of  new  shares as part of a
private  placement  or  the  terms  of debt agreements may be highly dilutive to
shareholders.


SALES  AND  MARKETING

The Company has had limited operations to date.  Management anticipates that the
introduction  of  the  Company's  internet  businesses  will be advanced through
strategic  alliances  or partnerships and identification of new funding sources.
Management  anticipates  that  the  Company's  coupon  and  rebate  distribution
services  will  be  promoted  through  a  variety  of  relationships with search
engines,  portals,  unaffiliated  e-retailers  and  other  trade  and  consumer
advertising.  The  Company  intends  to  employ  sales  representatives  at  its
headquarter  office  as  well  as  field  sales representatives who will call on
manufacturers, advertising agencies and other promotion and advertising decision
makers  for  consumer  product  companies.


                                        4
<PAGE>
PRODUCT  DEVELOPMENT  AND  COMMERCIALIZATION

The  Company is in the early stages of product development and has not generated
any  product  or  service  based  revenues.  The  Company  has  engaged  various
programmers,  designers  and  other  personnel  to  begin  product  and  service
development  largely on an outsourced service basis.  There is no assurance that
the  Company's own staff or vendors will be available to the Company to complete
product  development  or  that it will be able to hire qualified staff needed to
complete  product development in a difficult market environment in which several
Internet  programming  service  companies  are going out of business or reducing
their  staffing  and  range  of  services.  And,  even if the Company is able to
complete  service  development,  there  is no assurance that the Company will be
able  to  attract  the  working  capital  necessary to introduce and sustain its
service  delivery  to  consumers  or  product  manufacturers.


EMPLOYEES

As  of December 31, 2001, the Company had five full or part-time time employees.
The  Company  largely  relies  on  independent  consultants  and companies which
provide  certain  out-sourced  services  in  the  areas  of  marketing,  product
development  and  certain  areas  of  business  development,  as  business needs
dictate.  The  Company will continue to rely on certain outsourced or consulting
relationships  to  serve the Company's business needs in the foreseeable future.

ITEM 2  DESCRIPTION  OF  PROPERTIES

The  Company  ended  its  office  lease  agreement  with  3317 3rd Ave S General
Partnership,  at  no  penalty  to  the Company, in June 2001.  In June 2001, the
Company  entered into a month-to-month office lease agreement with RFLP Partners
for  office  space located in Seattle, Washington.  To the best of the Company's
knowledge,  RFLP Partners has no affiliation with any of the officers, directors
or  principal  stockholders of the Company.  The monthly base rent is $1,000 per
month.

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  December  31,  2001.



                                     PART II

ITEM 5  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

(a) (1)  MARKET  INFORMATION

The Company's common stock is not traded on any exchange.

(a) (2)  SALE  OF  SECURITIES

On  December 4, 2000, the Company completed a private placement in which it sold
375,000  units  to  investors.  Each  unit,  priced at $1, entitled investors to
receive  one  share of common stock and one warrant to purchase one share of the
Company's  common  stock,  for  a  period of 5 years from the date the Company's
common  stock  begins  trading  on  an  exchange.  The Company's CEO represented
100,000  units  in  this  private  placement.

On  June  30, 2001, the Company issued a total of 50,000 shares of the Company's
common  stock to a non-officer employee and consultant to the Company in lieu of
cash  compensation for services previously provided to the Company.  On December
31,  2001,  the  Company issued a total of 75,000 shares of the Company's common
stock  to  several  consultants  and  an employee of the Company in lieu of cash
compensation  for  services previously provided to the Company.  On December 31,
2001  the  Company  issued  10,000 common shares to a director of the Company in
lieu  of  cash  compensation  for  services  previously provided to the Company.


                                        5
<PAGE>
On  December  31,  2001, the Company's CEO notified the Company of her intent to
convert $375,000 of outstanding debt into common shares, according to provisions
of a loan and security agreement entered into during July, 2000 and as agreed by
the  Company's  Board of Directors in April 2000.  As a result of the conversion
of  debt,  the  Company  issued  4,687,500  shares.

(B)  HOLDERS

The  number  of  record holders of the Company's common stock as of December 31,
2001  was  130.

(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

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 March 1999 to present, the
Company has had limited operations.  It is a development stage company organized
to commercialize certain products and services which either (i) are sold through
chain  retail  stores;  (ii)  serve  manufacturers which sell products primarily
through  chain  retail stores; or (iii) assist chain retailers in the management
and  administration  of  certain  retail  and  product  promotion programs.  The
Company's  first  business,  developed  under  the  business  names
Coupons4Everything.com,  Rebates4Everything.com  and  Promo  Networks intends to
offer  fully  integrated  manufacturer's  coupons  and  rebate  distribution and
processing services for client consumer product manufacturers.  Management seeks
to  finance  the  continued  development  of  its  business  through  strategic
partnerships  and  financial  investors.

RESULTS OF OPERATIONS:  COMPARISON OF THE FISCAL YEAR ENDED DECEMBER 31, 2001 TO
THE  FISCAL  YEAR  ENDED  DECEMBER  31,  2000

As the Company is development stage, it has generated no revenue since inception
on  March  25,  1999.  The Company does not anticipate that it will generate any
significant  revenues during the current fiscal year without securing additional
financing.

Total operating expenses incurred during the fiscal year ended December 31, 2001
were $507,742 as compared to $1,211,218 during the prior comparable period ended
2000; a 58% decrease.  Market costs associated with preliminary solicitations to
the  retail  trade and potential web based partners were $133,647 in 2001 versus
$278,748; a 52% reduction.  This reduction was attributable to more concentrated
and  less  costly  marketing  and  advertising  efforts.  Administrative  costs
increased  during  the  comparable fiscal years from $235,586 to $286,926, a 22%
increase.  General  administrative  costs  include  office expenses, maintaining
public  filings  and  staff  salaries  and  benefits.  The  increase  in general
administrative  costs  during  the  comparable  fiscal years was attributable to
one-time  office  relocation  expenses.  Depreciation and amortization increased
slightly  from  $46,344  during  the  fiscal  year  ended  2000 to $48,905; a 6%
increase.  Professional  fees  associated  primarily  with  accounting and legal
organization  needs  increased  from $21,458 to $34,791 in the comparable fiscal
years;  a  62%  increase.

The  Company  recorded  other  income during 2001 of $282,334, of which $276,593
represents  a one time gain on the retirement of vendor related accounts payable
debt,  due  to  non-performance.  During the prior period, the Company generated
$6,650  in  other  income.  The  Company also incurred accrued, but unpaid total
interest expense of $37,562 during the fiscal year ended 2001.  This compares to
$7,313  of  accrued, but unpaid total interest expense of $7,313; an increase of
413%.  The  increase was attributable to the increase in debt outstanding during
the  comparable  fiscal  periods.

As  a  result  of  the  foregoing,  the  Company  generated  a  net  loss before
extraordinary  income of $539,563 during the fiscal year ended December 31, 2001
as  compared to a net loss of $1,211,811; a 56% reduction.  The average weighted


                                        6
<PAGE>
loss  per  share  before  extraordinary  item during the 2001 period was $.23 as
compared  to  an  average  weighted  loss per share during the comparable fiscal
period  of  $.62  per  share.  The  net loss per share for the fiscal year ended
December  31, 2001, including the affects of the extraordinary item was $.11 per
share.

LIQUIDITY

The  Company's liquidity and capital resources at December 31, 2001 consisted of
cash  of  approximately  $6,020  with  no  other liquid assets.  The Company has
supported  its operations through secured loans to the Company by an officer and
director  of  the  Company.  There is no assurance that additional loans will be
available  to  meet  the  Company's  future  cash  requirements.

The  Company  had  liabilities  of $155,581 in trade related accounts payable of
which  approximately $120,00 was to a single software programming vendor.  As of
December 31, 2001, the Company's outstanding principal balance to an officer and
director  was  $213,077.

The Company's continued operations and site development activities are dependent
upon  the Company's securing additional sources of working capital through debt,
equity  or  sale  of  some or all of its development stage business. The Company
intends  to  market  a  private  placement  to  qualified investors or organized
venture  capital  funds of approximately $2 million to $4 million, on terms that
have  not  been  determined.   Failure  to obtain additional working capital may
result  in  the  Company  suspending operations.  The Company continues to incur
development expenses and does not anticipate generating any revenue prior to the
commercial  launch  of  the  Company's  own  internet  coupon distribution site,
Coupons4Everything, as well as other web sites to offset, in part, the Company's
costs  of operations.  There is no assurance that the Company will be successful
in  securing  additional  sources  of  working  capital  necessary  to  complete
development  stage  operations,  launch the website, retain qualified management
and  staff,  and  maintain  business  operations to such time as the Company can
achieve  positive  cash  flow.  Further  adverse  changes  in  general  economic
conditions,  the  appetite of financial investors to invest in start up internet
businesses  with  an  uncertain future, and manufacturers' interest in promoting
products  and  services  online  to  consumers.

OTHER  MATTERS  AND  CONTINGENCIES

As  of  December 31, 2001, the Company's CEO had advanced a total of $688,077 to
the  Company  in the form of direct loans, payment of certain operating expenses
and  accrued  salary  and interest.  $475,000 of this total loan amount had been
converted  into  common stock equity.  As of December 31, 2001, $213,077 remains
outstanding  as  a  note  payable to an officer - shareholder.  The note payable
accrues  interest  at  8  percent.  The note and accompanying security agreement
provides  a  first  lien  over  all of the Company's assets including equipment,
intellectual property and liquid assets.  The note holder is entitled to convert
some or all of the outstanding obligation, plus accrued but unpaid interest into
shares  of  the Company's common stock at the rate of $.08 per share. A total of
$375,000  was  converted  into  equity  under the terms of the note and security
agreement.

On  April  9,  2001,  pursuant  to  a  secured  loan  agreement  to an officer -
shareholder,  the  officer - shareholder exercised her right to purchase certain
trademarks and intellectual property unrelated to the Company's current Internet
business  operations  at  the  greater of $5,000 or the net property value.  The
purchase  price  of  the  intellectual  property  was  $5,000.


DISCLOSURES  ABOUT  SEGMENTS  OF  AN  ENTERPRISE  AND  RELATED  INFORMATION

The  Company's has adopted for its accounting policies the provision of SFAS No.
131,  DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION ("SFAS
131") which establishes standards for the way public business enterprises are to
report  information  about operating segments in annual financial statements and
requires  those  enterprises  to  report  selected  information  about operating
segments  in  interim  financial  reports  issued  to  shareholders.  It  also
establishes  the  related  disclosures  about  products and services, geographic
areas  and  major customers.  The adoption of SFAS 131 had no significant impact
on  the  Company's  financial  statements.

FORWARD-LOOKING  STATEMENTS

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


                                        7
<PAGE>
When  used  in  the  Filings,  the  words anticipate, believe, estimate, expect,
future, intend, plan and similar expression 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, to 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  these  anticipated, believed,
estimated,  expected  intended  or  planned.

ITEM 7  FINANCIAL  STATEMENTS

The  following financial statements of Creative Products International, Inc. are
included  in  Item  7.

Balance  Sheets  as  of  December  31,  2001

Statement  of Operations for the years ended December 31, 2001 and 2000; and for
the  Period  from  March  25,  1999  (date  of  inception)  to December 31, 2001

Statement  of  Stockholders'  Equity  from March 25, 1999 (date of inception) to
December  31,  2001

Statement  of  Cash Flow for the years ended December 31, 2001 and 2000; and for
the  Period  from  March  25,  1999  (date  of  inception)  to December 31, 2001

Notes  to  Financial  Statements


                                        8
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

            ---------------------------------------------------------


THE BOARD OF DIRECTORS
CREATIVE PRODUCTS INTERNATIONAL, INC.

We  have  audited the balance sheets of CREATIVE PRODUCTS INTERNATIONAL, INC. (a
development stage company) as of December 31, 2001 and the related statements of
operations,  stockholder's equity and changes in financial position for the year
then  ended.  These financial statements are the responsibility of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our audits.  We did not audit the financial statements of
CREATIVE PRODUCTS INTERNATIONAL, INC. as of December 31, 2000 and for the period
March  25,  1999(date of inception) to December 31, 1999.  Those statements were
audited  by  other  auditors  whose  report  has  been  furnished  to  us.

We conducted our audit in accordance with generally accepted auditing standards.
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  audit  and  the  report of the other auditors provides a
reasonable  basis  for  our  opinion.

In  our  opinion,  based  on  our  audits  and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the  financial  position of CREATIVE PRODUCTS INTERNATIONAL, INC. as of December
31,  2001  and  the  results  of its operations and cash flows for the year then
ended  in  conformity  with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 6 to the
financial  statements, the Company has experienced losses from operations during
the  development  stage and has a net capital deficiency that raises substantial
doubt  about  its  ability  to  continue  as  a  going  concern.  The  financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.


COLABELLA & COMPANY
FEBRUARY 23, 2002


                                        9
<PAGE>
<TABLE>
<CAPTION>
                        CREATIVE PRODUCTS INTERNATIONAL, INC.
                            (A Development Stage Company)

                                   BALANCE SHEETS
                                  December 31, 2001



               ASSETS
<S>                                                            <C>
Current Assets
  Cash and cash equivalents                                    $              6,020

Long-Term Assets
  Deposit                                                                     2,000
  Intangible assets                                                         172,524
  Equipment                                                                  14,175
                                                               ---------------------

                                                                            188,699
                                                               ---------------------

                                                               $            194,719
                                                               =====================


        LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                             $            155,581
  Accruals                                                                    6,000
  Note to stockholder                                                       213,077
                                                               ---------------------

        Total current liabilities                                           374,658

Stockholders' Equity
  Preferred stock, par value $.01 per share, 1,000,000 shares
    authorized, none issued and outstanding                                       -
  Common stock, par value $.01 per share, 15,000,000 shares
    authorized, 7,109,705 shares issued and outstanding                      71,097
  Additional paid-in capital                                              1,256,955
  Deficit accumulated during the development stage                       (1,507,991)
                                                               ---------------------

        Total stockholders' equity                                         (179,939)
                                                               ---------------------

                                                               $            194,719
                                                               =====================
</TABLE>

             See Auditor's Report and Notes to Financial Statements


                                       10
<PAGE>
<TABLE>
<CAPTION>
                               CREATIVE PRODUCTS INTERNATIONAL, INC.
                                  (A Development Stage Company)


                                    STATEMENTS OF OPERATIONS
                   For the Years Ended December 31, 2001 and December 31, 2000
                                        and for the Period
                   From March 25, 1999 (Date of Inception) to December 31, 2001


                                                                                       March 25,1999
                                                                                     Date of Inception
                                                       Year Ended      Year Ended           to
                                                       December 31,    December 31,    December 31,
                                                           2001            2000            2001
                                                      --------------  --------------  --------------
<S>                                                   <C>             <C>             <C>
Marketing                                             $     133,647   $     278,748   $     412,395
Administration                                              286,926         235,586         547,512
Professional fees                                            34,791          21,458          56,249
Amortization and depreciation                                48,905          46,344         104,588
Write-off of intangible assets                                3,472         629,082         632,554
                                                      --------------  --------------  --------------

      Net loss from operations                             (507,742)     (1,211,218)     (1,753,299)

Other income                                                  5,741           6,650          13,591
Other expense - interest accrued on stockholder note        (37,562)         (7,313)        (44,875)
                                                      --------------  --------------  --------------

      Net loss before extraordinary item                   (539,563)  $  (1,211,881)  $  (1,784,583)
                                                      ==============  ==============  ==============

Extraordinary item                                          276,593   $           -   $     276,593
                                                      ==============  ==============  ==============

      Net loss                                        $    (262,970)  $  (1,211,881)  $  (1,507,990)
                                                      ==============  ==============  ==============

Basic and diluted net loss per common share           $       (0.11)  $       (0.62)  $       (0.88)
                                                      ==============  ==============  ==============

  Loss before extraordinary item                      $       (0.23)  $           -   $       (1.04)
                                                      ==============  ==============  ==============

  Extraordinary item                                  $        0.12   $           -   $        0.16
                                                      ==============  ==============  ==============
</TABLE>

             See Auditor's Report and Notes to Financial Statements


                                       11
<PAGE>
<TABLE>
<CAPTION>
                                CREATIVE PRODUCTS INTERNATIONAL, INC.
                                    (A Development Stage Company)

                            STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
             For the Period From March 25, 1999 (Date of Inception) to December 31, 2001


                                                                                      Deficit
                                                  Common Stock                      Accumulated
                                              ----------------------   Additional    During the
                                  Date of       Number                  Paid-in     Development
                                Transaction   of Shares   Par Value     Capital        Stage         Total
                               -------------  ----------  ----------  -----------  -------------  ------------
<S>                            <C>            <C>         <C>         <C>          <C>            <C>
Shares issued for cash         Mar 25, 1999            1  $        -  $    50,000  $          -   $    50,000

Intangible assets contributed
  in spin-off transaction      Jun 30, 1999                               165,652                     165,652

Shares issued for cash         Sept 27, 1999   1,528,204      15,282      284,718                     300,000

Shares issued for cash         Oct 4, 1999       384,000       3,840       15,360                      19,200

Net loss for 1999                                                                       (33,139)      (33,139)
                                              ----------  ----------  -----------  -------------  ------------

Balance, December 31, 1999                    $1,912,205      19,122  $   515,730  $    (33,139)  $   501,713

Shares issued for cash         Dec 4, 2000       375,000       3,750      371,250                     375,000

Net loss for 2000                                                                    (1,211,881)   (1,211,881)
                               -------------  ----------  ----------  -----------  -------------  ------------

Balance December 31, 2000                      2,287,205      22,872      886,980    (1,245,020)     (335,168)
                               =============  ==========  ==========  ===========  =============  ============

Shares issued as compensation  June 11, 2001      50,000         500       15,500                      16,000

Shares issued as compensation  Dec 31, 2001       85,000         850       26,350                      27,200

Shares issued in lieu of debt  Dec 31, 2001    4,687,500      46,875      328,125                     375,000


Net loss for 2001                                                                      (262,970)     (262,970)
                                              ----------  ----------  -----------  -------------  ------------

Balance, December 31, 2001                     7,109,705      71,097    1,256,955    (1,507,990)     (179,939)
                                              ==========  ==========  ===========  =============  ============
</TABLE>

             See Auditor's Report and Notes to Financial Statements


                                       12
<PAGE>
<TABLE>
<CAPTION>
                                    CREATIVE PRODUCTS INTERNATIONAL, INC.
                                        (A Development Stage Company)

                                STATEMENTS OF CHANGES IN FINANCIAL POSITION
                         For the Years Ended December 31, 2001 and December 31, 2000
                                             and for the Period
                        From March 25, 1999 (Date of Inception) to December 31, 2001



                                                                                               March 25, 1999
                                                                                              Date of Inception
                                                                  Year Ended      Year Ended         to
                                                                 December 31,    December 31,    December 31,
                                                                     2001            2000           2001
                                                                --------------  --------------  ------------
<S>                                                             <C>             <C>             <C>
Cash Flows (used in) Operating Activities
  Net loss                                                      $    (262,970)  $  (1,211,881)  $(1,507,990)
  Adjustments to reconcile net loss to net cash flows
    from operations
    Amortization                                                       28,453          40,333        78,125
    Depreciation                                                       20,452           6,011        26,463
    Writeoff of intangible assets                                       3,472         629,082       632,554
    Change in other operating assets and liabilities
      Deposits                                                         13,000         (15,000)       (2,000)
      Accounts payable                                               (147,788)        303,369       180,581
      Accrued Fees                                                      6,000                         6,000
      Accrued salaries                                                (11,712)        (13,288)      (25,000)
                                                                --------------  --------------  ------------

        Net cash flows (used in) operating activities                (351,094)       (261,374)     (611,267)

Cash Flows (used in) Investing Activities
  Purchase of intangible assets                                      (143,768)       (581,245)     (725,013)
  Purchase of equipment                                                (4,266)        (28,910)      (33,176)
                                                                --------------  --------------  ------------

        Net cash flows (used in) investing activities                (148,034)       (610,155)     (758,189)

Cash Flows from Financing Activities
  Debt Conversion to Equity                                           (34,264)              -       (34,264)
  Proceeds from issuance of common stock                               48,225         375,000       792,425
  Proceeds from stockholder note                                      369,975         247,341       617,316
                                                                --------------  --------------  ------------

        Net cash flows from financing activities                      383,936         622,341     1,375,477
                                                                --------------  --------------  ------------

        Net increase (decrease) in cash                              (115,192)       (249,188)        6,020

Cash and cash equivalents, beginning of period                        121,212         370,400             -
                                                                --------------  --------------  ------------

Cash and cash equivalents, end of period                        $       6,020   $     121,212   $     6,020
                                                                ==============  ==============  ============

Supplemental Disclosure
-----------------------
No cash was paid for interest or income taxes in 2001 or 2000.
</TABLE>

             See Auditor's Report and Notes to Financial Statements


                                       13
<PAGE>
                      CREATIVE PRODUCTS INTERNATIONAL, INC
                          NOTES TO FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2001

NOTE  1   ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS

Creative  Products  International,  Inc.  ("the  Company"),  a development stage
company,  was  incorporated  in  the  state  of Delaware on March 25, 1999.  The
Company was a subsidiary of another corporation until December 23, 1999, when it
was  spun-off.  The  Company  is  developing  certain  web-related  services for
consumer  product  manufacturers  and  chain  retailers.

NOTE  2   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

CASH

The  Company  considers  all  highly  liquid  debt  instruments purchased with a
maturity  of  three  months  or  less  to  be  cash  equivalents.  Cash balances
regularly  exceed  the  Federally  insured  limit.

INTANGIBLE  ASSETS

During  2000,  the  Company  wrote-off  $114,038  of intangible assets that were
transferred  to  the  Company  as  part of the spin-off in December 1999.  These
assets  relate  to  certain  development  stage  children's  products,  patent,
copyrights  and  trademarks  that  the  Company is not actively developing.  The
Company  also  wrote  off  $515,045  of  Technology  Assets  related  to certain
programming  costs  which  were  deemed  redundant  or  obsolete to new site and
service  improvements.

Intangible assets consist of the following at December 31, 2001:


          Web Technology                 $209,968
          Trademarks                      165,652

          Less accumulated amortization   203,096
                                         --------

                                         $172,524

Amortization  is  recorded  using  the  straight-line  method over the estimated
useful  lives  of  the  assets  which  does  not  exceed ten years.  The Company
periodically  reviews  intangible  assets  to assess recoverability.  Impairment
will  be  recognized  in results of operations when intangible assets are deemed
unrecoverable.

REVENUE  RECOGNITION

The  Company  will  recognize  revenue  at the time of service or as contractual
terms  are  satisfied.

ADVERTISING

Advertising costs will be expensed during the period incurred.

RESEARCH  AND  DEVELOPMENT

Research and development costs will be expensed during the period incurred.

EARNINGS  PER  SHARE

Basic  earnings  per  share  is  computed by dividing income available to common
shareholders  by the weighted average number of common shares outstanding in the
period.  Diluted  earnings  per  share  takes  into  consideration common shares
outstanding  (computed  under basic earnings per share) and potentially dilutive
common  shares; however, there are no dilutive securities.  The weighted average
number  of  shares  outstanding  was 2,324,937 for the period ended December 31,
2001.


                                       14
<PAGE>
STOCK-BASED  COMPENSATION

The  Company adopted a stock-based compensation plan in 1999.  The plan provides
for  options  to  be  granted  to officers, directors and employees to acquire a
maximum of 1,000,000 shares of the Company's stock.  Compensation cost for stock
options  is  measured as the excess, if any, of the value of the Company's stock
at  the date of the grant over the amount an employee is required to pay for the
stock.  During  2000,  the  Company issued 235,000 options to purchase shares of
common  stock  under  the  Company's  stock option plan for marketing, sales and
marketing  oriented consultants at exercise prices of $1 to $1.50. These options
expire  5  years  from  the  date  of grant.  An additional 235,000 options were
issued  to directors, executives and administrative employees during the year at
exercise  prices  of  $.65  to  $1.50.  During  2001, the Company issued 210,000
options  to purchase shares of common stock under the plan at exercise prices of
$1.50  to  $1.58.  The  options  expire  5  years from the date of grant. As the
exercise  price of the options is in excess of the option value, no compensation
expense  has been recognized in 2000 or 2001.  The pro forma amounts required to
be  calculated  by  Statement  of Financial Accounting Standards No. 123 are not
material  to  the financial statements.  The total number of options outstanding
at December 31, 2001 was 569,000.  During 2001, the Company's Board of Directors
approved  the  organization  of another stock option plan for technology and web
related employees and consultants.  A maximum of 750,000 shares of the Company's
common  stock  is  available  for  issuance  under  the  plan.

Following is a summary of stock option plan activity as of December 31, 2001:

                                              Weighted
                                              Average
                                  Number of   Exercise
                                   Options     Price
                                  ---------  ---------

Outstanding at December 31, 1999     19,000  $     .30
  Granted during 2000               500,000  $    1.05
  Exercised during 2000                   0
  Forfeited during 2000              20,000

Outstanding at December 31, 2000    469,000  $     .95
Granted during 2001                 210,000  $     151
  Exercised during 2001                   0
  Forfeited during 2001             110,000

Outstanding at December 31, 2001    569,000  $    1.21


These  options  and  the  warrants  discussed in Note 4 were not included in the
computation  of  earnings  per  share  because  they  are  anti-dilutive.

INCOME  TAXES

Income  taxes  are  accounted  for using the asset and liability approach, which
requires  recognition  of  deferred  tax liabilities and assets for the expected
future  tax  consequences  of  events  that  have been included in the financial
statements  or  tax  returns.  Deferred  income  taxes  will be provided for the
temporary differences between the financial reporting basis and the tax basis of
the  Company's assets and liabilities.  A valuation allowance will be recognized
for  deferred  tax  assets  not likely to be realized.  Deferred taxes are to be
measured  by  the  provisions  of  currently  enacted  tax  laws.  There were no
material  temporary  differences  at  December  31,  2001.

PREFERRED  STOCK

The Company has authorized 1,000,000 shares of preferred stock at a par value of
$.01  per  share.  No  preferred shares had been issued nor had preferences been
determined  as  of  December  31,  2001.

USE  OF  ACCOUNTING  ESTIMATES  IN  THE  PREPARATION  OF  FINANCIAL  STATEMENTS

The  preparation  of  financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of


                                       15
<PAGE>
contingent  assets  and  liabilities at the date of the financial statements and
the  reported revenues and expenses during the reporting period.  Actual results
could  differ  from  those  estimates.

COMPREHENSIVE  INCOME

The  Company  had  no  elements  of  comprehensive  income  for the period ended
December  31,  2001.  Further,  there  are  no  other  new  financial accounting
standards  which  would  have  an  effect  on  these  financial  statements.

NOTE 3  EMPLOYMENT  AGREEMENTS

On  January  11,  2001, the Company entered into a new 2-year rolling employment
agreement  with  the  Company's  Chairman and CEO.  The agreement provides for a
base  salary of $150,000 plus bonus as deemed by the Board of Directors based on
certain  business  achievements.  On October 10, 2001 the Company entered into a
2-year  rolling  employment  agreement  with  the  Company's  prospective  Chief
Operating  Officer.  The  agreement  provides for a base salary of $150,000 plus
bonus  as  deemed  by  the  Board  of  Directors  based  on  certain  business
achievements.  This  agreement  will take affect on the first date of employment
of  the  Chief  Operating  Officer  which is expected to occur prior to June 30,
2002.  At  the  time of employment, the prospective Chief Operating Officer will
receive a warrant to purchase 650,000 shares of the Company's common stock.  The
warrant  will be exercisable at $.08 per share and after two years of service to
the  Company  from  the  date  of  employment.


NOTE 4  WARRANTS

Pursuant  to  a private placement, the Company issued, in the aggregate, a total
of 375,000 warrants to purchase 375,000     shares of the Company's common stock
at  $1.50  per  share.  The  warrants expire 5 years from the date the Company's
common  stock  begins  trading  on an exchange.  No warrants have been exercised
from the date of grant.  The Company's CEO received 100,000 warrants pursuant to
an  investment  in  the  private  placement.

During 2000, and pursuant to a loan and security agreement with the Company, the
Company  issued two 5-year warrant certificates which entitle the lender, who is
an  officer and director to purchase 54,000 and 30,000 shares of common stock at
$1.  The  warrants  expire  on  September  30,  2005  and  December  30,  2005,
respectively.  During  2001,  and pursuant to a loan and security agreement with
the  Company,  the  Company  issued three additional 5-year warrant certificates
which  entitle  the  lender,  who is an officer and director to purchase 42,000,
12,000 and 24,000 shares of common stock at $1.  The warrants expire on June 30,
2006, September 30, 2006 and December 30, 2006, respectively.   No warrants have
been  exercised  from  the  date  of  grant.

NOTE 5  SALE  OF  INTELLECTUAL  PROPERTY

On  April  9, 2001, pursuant to a secured loan agreement in which an officer and
director  has  provided working capital to the Company, the officer and director
exercised  her  right  to  purchase certain trademarks and intellectual property
unrelated  to  the Company's current Internet business operations at the greater
of  $5,000  or  the  net property value.  The purchase price of the intellectual
property  was  $5,000.

NOTE 6  GOING  CONCERN

As  shown  in  the  financial  statements,  the  Company  incurred a net loss of
$1,211,881  in  2000  and  $256,970  in  2001.  These factors and the investment
climate  for web-related businesses, raises concerns about the Company's ability
to  continue  as  a going concern.  The Company's ability to continue as a going
concern  is  contingent  upon  its  ability  to  achieve positive cash flow from
operating  and  financing  activities.   There  is no assurance that the Company
will  be  successful  in  its efforts to significantly improve its financial and
operating condition, attract new investors or develop the strategic partnerships
necessary  to  meet  the  Company's  business  and  financial  objectives.

NOTE 7  INCOME  TAXES

There  was  no  provision  for  federal,  or state and local income taxes as the
Company  has  sustained  losses  for  the  year  ended December 31, 2001.  As of
December 31, 2001, the Company had accumulated approximately $1.4 million of net
operating  loss  carryforwards  for  federal income tax purposes, which begin to
expire  in  2019.

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the amounts used for income tax purposes.  The difference between
the tax loss carryforward and the Company's financial statement losses is due to


                                       16
<PAGE>
differences  in  amortization  rates  on  intangible  assets and certain accrued
expenses  which  are  deductible  for  income  tax  purposes  only  when  paid.

In  assessing  the  realizability  of  deferred tax assets, management considers
whether  it is more likely than not that some portion or all of the deferred tax
assets  will  be  realized.  The  ultimate realization of deferred tax assets is
dependent  upon  the  generation  of  future taxable income during the period in
which  the  net operating loss carryforwards can be utilized.  Since the Company
is  in  the  development  stage  and it is uncertain when the Company will begin
generating  future  taxable  income,  the  Company has provided a full valuation
allowance  for  deferred  tax  assets  at  December  31,  2001.

     Deferred  tax  asset  as  of  December  31,  2001:

     Net operating loss carryforwards  $1,435,655
                                       -----------
     Total deferred tax asset             441,200
     Valuation allowance                 (441,200)
                                       -----------
     Net deferred tax asset            $        -
                                       ===========

The  reconciliation  of  income  tax on income computed at the federal statutory
rates  to  income  tax  expense  is  as  follows:


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

     Tax at statutory rates         $(488,000)  $(405,000)

     Change in valuation allowance    488,000     405,000
                                    ----------  ----------

     Income tax expense             $       -   $       -
                                    ==========  ==========

NOTE 8  POST  PERIOD  EVENT

During  January,  an officer and director advanced an additional $125,000 to the
Company  under  a  loan  and  security  agreement  with  the  Company.


                                       17
<PAGE>
                                    PART III

ITEM  8   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.  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  December  31,  2001.

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

NAME               AGE      POSITION
-----------------  ---  --------------------
Susan A. Schreter   40      Chairman and CEO

Joan Lundgren       48      Director

Lisa Indovino       40      Director

David Pinto         65      Director

Robert Hannan       63      Director

Randall Fields      54      Director

The  Company's  by-laws  provide  that  the size of the Board of Directors shall
initially  be  fixed  by  the  Incorporater,  and  thereafter  may be changed by
resolution  of  the Board. Creative Products anticipates that it will name other
directors  during the next 12 months.  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  Creative Products
directors.

Susan  A  Schreter has been president, CEO and Chairman of the Board of Creative
Products  International, Inc. since inception in 1999.  Ms. Schreter also serves
as  a  director  of Caring Products International, Inc.  From January 1993 until
1999,  Ms.  Schreter  served  Caring  Products  International  in the design and
commercialization  of  the  company's retail products as well as other executive
functions.  From  July  1985  to  December  1992,  she  was  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.

Lisa  Indovino  is  a  telecommunications  expert  with  over  15  years  of
specialization in the commercialization planning and market introductions of new
internet  and  cellular  technologies.  From  1997  until  2001,  she  served as
Director  of  Business  Development  at  Lucent  Technologies,  where  she  was
responsible  for  identifying  internet  based  acquisition  and  joint  venture
opportunities.  From  1993 to 1996, Ms Indovino was Executive Vice President and
a founding partner of Customer Information Inc of Randallstown, Maryland, a firm
which  provided telecommunications technology research and consulting to Fortune
500  companies  including  IBM.  From  1992  to  1993, Ms Indovino was a Program
Manager  for Mercedes-Benz of North America, Montvale, New Jersey, where she was
responsible  for the design and implementation of the company's first nationwide
cellular  program  to  Mercedes  dealerships.

Joan Lundgren served as Vice President of Retail Chain Sales for Caring Products
International  Inc  from February 1995 to August 1999, where she was responsible
for  product  introduction  to  retail  chains  and  development  of  in-store
advertising  programs  and "roto's" promotional programs.  From 1988 to 1995, Ms
Lundgren  worked  as Senior Vice President for Yegen Associates and an affiliate
of  Yegen  Associates, Lion Associates, in Paramus, New Jersey.  Ms Lundgren was
responsible  for  the  marketing program development and credit quality standard
review  for  a privately held consumer lending organization which had 75 offices
nationwide.  Ms  Lundgren  has served in other marketing and sales capacities in
the  financial  services  and  banking  sectors.


                                       18
<PAGE>
Robert  Hannon  served  as  the  interim  President  and  CEO  of  the  National
Association of Chain Drug Stores in 1999, the largest trade organization serving
the  retail  chain  drug industry.  From 1967 until 1997, Mr. Hannan served in a
variety  of management positions leading to his role as President and CEO of the
Thrift  Drug Company.  Under Mr. Hannan's leadership, Thrift became the nation's
sixth  largest chain drug store. Mr. Hannan joined the senior management team of
Eckerd  Drug,  which  acquired  Thrift  in  1997.  Mr. Hannon currently provides
consulting  services  to  retail chains and consumer product manufacturers.  Mr.
Hannon  serves  on  a  variety  of  boards  and  community service organizations
including  the  National  Association  of Chain Drug Stores and Pennwood Savings
Bank.

Randall  K.  Fields of Fields Technologies, Inc. develops software solutions and
markets  the  Action  Manager  family  of  integrated  software applications for
multi-unit  business  environments,  including  chain  grocery  and  convenience
stores. Mr. Fields served as the chair of Mrs. Fields Cookies from 1978 to 1990,
a  firm which he co-founded with Debbi Fields.  During his tenure at Mrs. Fields
Cookies,  he pioneered the development of point of purchase and other management
software systems for Mrs. Fields Cookies franchise outlets.  In 1990, Mr. Fields
founded  Fields  Software Group in 1990, later renamed Park City Group.  He is a
contributing  editor  to  Chief  Executive magazine.  Articles regarding Fields'
technical  and management software solutions have been featured in many national
business  and  information  technology  publications  including Forbes, Business
Week, Chain Store Age Executive, Information Week and Inc. magazine.  Mr. Fields
holds bachelor and master's degrees from Stanford University, where he was a Phi
Beta Kappa, Danforth Fellow and National Science Foundation Fellow.   Mr. Fields
is  a  member  of  the  board  of  Fields  Technologies,  Inc.

David  Pinto  is  the  founder of Racher Press which publishes two leading trade
publications  Mass  Market  Retailers  ("MMR")  and  Chain  Drug  Review  trade
publications  specializing  in  chain  mass merchant and chain drug store retail
markets.  MMR is the only trade publication to address the issues of cross-trade
class  competition,  as  the  barriers  differentiating supermarkets, chain drug
stores  and  discount retailers have continued to fade. Prior to founding Racher
Press,  Mr. Pinto was editor of Chain Store Age Drug Edition and editor of Chain
Store  Age  Supermarkets,  both  leading  publications in the 1970's serving the
chain  drug  and  grocery trade.  Mr. Pinto is a graduate of City College in New
York.  He is actively involved with every major drug industry association and is
a  regular  speaker  to  retail  industry  and  supplier  events.

ITEM  9   EXECUTIVE  COMPENSATION

                           SUMMARY COMPENSATION TABLE

                                           Annual        Long Term
                                           Compensation  Compensation
Name of Principal Position      Year       Salary        Awards/Options
--------------------------  ------------  -------------  --------------
Susan A.  Schreter                  2000  $    150,000*         125,000
Susan A. Schreter                   2001  $    150,000*          20,000

     Excludes  warrants  granted  to  Ms.  Schreter as part of private placement
     investment  in 2000 and loans to the Company in 2000 and 2001. Ms. Schreter
     did  not  receive  cash  salary  compensation  during  2001.

Ms.  Schreter  received a 5 year option to purchase 5,000 shares of common stock
at  .32  per  share  on  December  14,  1999.
Ms.  Schreter received a 5 year option to purchase 20,000 shares of common stock
at  $1  per  share  on  April  24,  2000.
Ms. Schreter received a 5 year option to purchase 100,000 shares of common stock
at  $.65  per  share  on  December  4,  2000.
Ms.  Schreter received a 5 year option to purchase 20,000 shares of common stock
at  $1.58  per  share  on  October  3,  2001.

ITEM 10  CERTAIN  RELATIONSHIPS  AND  RELATED  PARTY  TRANSACTIONS

The  Company's  CEO  has  lent  an  aggregate  of $688,077 of which $213,077 was
outstanding at December 31, 2001.   The note and accompanying security agreement
provide  for  repayment  of  the  outstanding balance plus accrued interest at 8
percent.  The loan is secured by all the company's assets.  The note and accrued
but  unpaid  interest  is convertible into common stock at $.08 per share if the
Company.  Based  on the aggregate amount lent to the Company, a total of 162,000
warrants  have  been  provided  to  the  CEO  pursuant  to loan agreement terms.

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
that 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.


                                       19
<PAGE>
The  Company  has  paid  $10,000  to Ms. Lundgren in the form of common stock in
2001.

ITEM 11  DESCRIPTION  OF  SECURITIES

The  authorized capital stock of Creative Products consists of 15,000,000 shares
of  common  stock,  $1.01  par value per share, of which 7,109,705 are issued or
outstanding,  and 1,000,000 shares of preferred stock (the "Preferred Stock") of
which  no  shares  are  issued  or  outstanding.

PREFERRED  STOCK

The  Board of Directors is authorized, subject to limitations prescribed by law,
to  provide  for  the  issuance of the Preferred Stock in series and by filing a
certificate  pursuant  to  the Delaware General Corporation law to establish the
number  of  shares  to  be  included in each series.  The Preferred Stock may be
issued  either  as a class without series, or if so determined from time to time
by  the  Board  of Directors, whether in whole or in part in one or more series,
each series to be appropriately designated by a distinguishing number, letter or
title  prior  to  the  issue  of  any  shares  thereof.

The  Board  of  Directors  has  the  authority  to  fix  the  voting  power, the
designations, preferences and relative, participating, optional or other special
rights,  and  the  qualifications,  limitations or restrictions of the Preferred
Stock  in  the  resolution  or  resolutions  adopted  by  the Board of Directors
providing  for  the  issuance  of  the  Preferred  Stock.

COMMON  STOCK

Subject  to  the  provisions  of law and the preferences of the Preferred Stock,
dividend may be paid on the Common Stock at such time and in such amounts as the
Board  of  Directors  may  deem  advisable.

The  Board  of  Directors  is  authorized to effect the elimination of shares of
Common  Stock  purchased  or  otherwise reacquired by Creative Products from the
authorized  capital stock or number of shares of Creative Products in the manner
provided  for  in  the  General  Corporation  Law  of  Delaware.

ITEM 12  STOCK  OPTION  PLANS

The  Company adopted a stock-based compensation plan in 1999.  The plan provides
for  options  to  be  granted  to officers, directors and employees to acquire a
maximum of 1,000,000 shares of the Company's stock.  Compensation cost for stock
options  is  measured as the excess, if any, of the value of the Company's stock
at  the date of the grant over the amount an employee is required to pay for the
stock. As the exercise price of the options is in excess of the option value, no
compensation expense has been recognized since inception.  The pro forma amounts
required to be calculated by Statement of Financial Accounting Standards No. 123
are  not  material to the financial statements.  The table below details options
granted  to  directors since inception.  These options expire in five years from
the  date  of  grant.

                                          Number of  Exercise Price
NAME                                       Options
                                          ---------  --------------
Susan A Schreter                              5,000             .68
c/o Creative Products International, Inc    100,000             .65
4801 Aurora Ave N                            20,000            1.00
Seattle WA 98103                             20,000            1.58


Randall Fields
c/o Creative Products International, Inc
4801 Aurora Ave N                            20,000            1.00
Seattle WA 98103                             20,000            1.50


Robert Hannan
c/o Creative Products International, Inc
4801 Aurora Ave N                            20,000            1.00
Seattle WA 98103                             20,000            1.50


                                       20
<PAGE>
Lisa Indovino
c/o Creative Products International, Inc      5,000             .65
4801 Aurora Ave N                            20,000            1.00
Seattle WA 98103                             20,000            1.50


Joan Lundgren
c/o Creative Products International, Inc      5,000             .65
4801 Aurora Ave N                            20,000            1.00
Seattle WA 98103                             20,000            1.50


David Pinto
c/o Creative Products International, Inc     20,000            1.00
4801 Aurora Ave N                            20,000            1.50
Seattle WA 98103                             20,000            1.50


The  weighted  average  remaining  life of all options outstanding is 3.9 years.
The  options listed above and the warrants listed in note 4 were not included in
the  computation  of  earnings  per  share  because  they  are  anti-dilutive.


ITEM 13  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following table sets forth certain information as of December 31, 2001 with
respect  to  the  beneficial ownership of the Company's Common Stock by (i) each
stockholder  known  by the company to be the beneficial owner of more than 5% of
the  Company's  Common  Stock;  (ii)  each  director,  (iii) the Named Executive
Officers  and  (iv)  all  executive  officers  and  directors  as  a  group.

Name and Address of Beneficial Owner     Number of Shares   Percent Owned
-------------------------------------------------------------------------

Susan A Schreter                               5,626,947*          79.14%
c/o Creative Products International Inc
P.O. Box 9288
Seattle WA 98103
-------------------------------------------------------------------------

Lisa Indovino                                     45,000*             **
c/o Creative Products International,
P.O. Box 9288
Seattle, WA 98103
-------------------------------------------------------------------------

Joan Lundgren                                    112,500*           1.58
c/o Creative Products International,
P.O. Box 9288
Seattle, WA 98103
-------------------------------------------------------------------------

David Pinto                                       60,000*             **
c/o Creative Products International Inc
P.O. Box 9288
Seattle WA 98103
-------------------------------------------------------------------------

Robert Hannan                                     40,000*             **
c/o Creative Products International,
P.O. Box 9288
Seattle, WA 98103
-------------------------------------------------------------------------


                                       21
<PAGE>
Randall Fields                                    40,000*             **
c/o Creative Products International,
P.O. Box 9288
Seattle, WA 98103
-------------------------------------------------------------------------
All Directors as a group                        5,924,447          83.33
-------------------------------------------------------------------------

*   number  includes  unexercised  incentive  stock  and  warrants
**  represents  less  than  1%


ITEM 14  EXHIBITS,  LISTS  AND  REPORTS  ON  FORM  8-K

EXHIBITS
     None

REPORTS  ON  FORM  8-K
     Attached.



                                   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  February  20,  2001.


                                        CREATIVE PRODUCTS INTERNATIONAL, INC


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


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

Susan A Schreter            Chairman and CEO          2-20-02

Joan Lundgren               Director                  2-20-02

Lisa Indovino               Director                  2-20-02

David Pinto                 Director                  2-20-02

Robert Hannan               Director                  2-20-02

Randall Fields              Director                  2-20-02


                                       22
<PAGE>