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,  2000

OR

/   /     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT  OF  1934
For the transition period from __________ to __________

                        Commission file number 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)

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

                  3317 3rd AVE SOUTH, SEATTLE, WASHINGTON 98134
                          (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.  $6,650

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.


1
<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, 2000, the Registrant
had  2,287,205  shares  of  Common  Stock  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>
     INDEX                                                         PAGE  NUMBER

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 . . . . . . . . . . . . . 5


    Item 7   Financial Statements . . . . . . . . . . . . . . . . . . . . . . 5

             Balance Sheets at December 31, 1999 and December 31, 2000. . . . 10

             Statements of Operations for the years
             Ended December 31, 1999 and December 31, 2000. . . . . . . . . . 11

             Statement of Stockholders Equity for the years
             ended December 31, 1999 and December 31, 2000. . . . . . . . . . 12

             Statements of Cash Flows for the years
             ended December 31, 1999 and December 31, 2000. . . . . . . . . . 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. . . . . . . . 19

    Item 9   Executive Compensation . . . . . . . . . . . . . . . . . . . . . 20

    Item 10  Certain Relationships and Related Transactions . . . . . . . . . 20

    Item 11  Description of Securities. . . . . . . . . . . . . . . . . . . . 21

    Item 12  Stock Option Plans . . . . . . . . . . . . . . . . . . . . . . . 21

    Item 13  Security Ownership . . . . . . . . . . . . . . . . . . . . . . . 22

    Item 14  Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23


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 originally organized to commercialize certain product and services
which  either  (i)  are  sold  through  chain  retail  stores;  or  (ii)  serve
manufacturers  which  sell  products through chain retail stores.  The Company's
first  business,  developed  under the business names Coupons4Everything.com and
ePromo  Networks  intends  to  offer fully integrated manufacturer's coupons and
rebate  distribution  and  processing  services  for  client  consumer  product
manufacturers.

CORPORATE  HISTORY

The  Company  was  incorporated  in the State of Delaware on March 25, 1999 as a
subsidiary  of  Caring Products International, Inc.  The Company was spun-off to
shareholders  on  December  23, 1999.  The Company has had limited operations to
date  and is in the development stage.  On February 15, 2000, the Company signed
a  lease  for  approximately  5,000  sq  ft  of  office  space  and began active
development  of  its  web-based  promotion  services in April 2000.  The Company
anticipates  the  introduction  of  its  first  service during the second fiscal
quarter  of  2001.

PRODUCTS  AND  SERVICES

Research  and  development  priorities for the Company 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
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 to brand-name consumer product manufacturers.
Under  the  brand names and URL's Coupons4Everything.com, Savings4Everything.com
and  Rebates4Everything.com, the Company seeks to offer the largest selection of
coupons  and  rebates for products purchased in 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 supplement 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 launched, will allow
home  consumers  the  ability  to  print  manufacturers'  coupons  directly to a
consumer's  home  or  office  printer,  without  having  to download specialized
software.  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,  site  referral  fees,  coupon and rebate processing fees and
management  reporting.

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.   Introduction  of  any  of  the Company's products and services is
dependent  on  the  Company raising new sources of financing, including, but not
limited  to  new equity.  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.

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  basis.  There is no assurance that the
Company's  outsourced  personnel  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


4
<PAGE>
complete  service  development,  there  is no assurance that the Company will be
able  to  attract  the working capital to introduce its services to consumers or
product  manufacturers.   To  conserve  the  Company's  financial  and operating
resources,  the Company has focused on its coupon delivery services during 2000.
As  such,  the  Company  has  not  continued  development  of certain children's
products  and wrote off all intellectual property associated with these products
during  Fiscal  2000.

EMPLOYEES

As  of  December 31, 2000, the Company had five full or part-time time employees
at  the  corporate  headquarters,  and three field marketing people.  During the
fiscal  year,  the  Company  has  hired various part-time consultants to perform
certain  product  development,  marketing, and other administrative work for the
Company.

ITEM  2    DESCRIPTION  OF  PROPERTIES

The  Company  signed  a  lease  on  February  15,  2000.  This  office  provides
approximately  5000  sq.  ft  pursuant  to  a  lease with 3317 3rd Ave S General
Partnership,  which  to  the best of the Company's knowledge, has no affiliation
with  any  of  the officers, directors or principal stockholders of the Company.
The  lease  expires  in March, 2005, and its current monthly base rent is $4,800
per  month  with  annual  increases.

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,  2000.


5
<PAGE>
                                     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  October  4,  1999,  The  Company  sold  to the CEO and Chairman of the Board
384,000  shares  of common stock, in connection with an employment agreement for
an  aggregate cash consideration of $19,200, which consideration the independent
directors  of  the  Company  concluded  was not less than the fair value of such
shares,  based  on  certain  factors  and  the appraisal of such shares that was
conducted  by  an  independent valuation firm.  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  purchased  100,000  units  in  this  private  placement.

(b)     HOLDERS

The  number  of  record holders of the Company's common stock as of December 31,
2000  was  126.

(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 product and services which either (i) are sold through
chain  retail  stores;  or  (ii) serve manufacturers which sell products through
chain retail stores.  The Company's first business, developed under the business
names  Coupons4Everything.com  and  ePromo  Networks  intends  to  offer  fully
integrated  manufacturer's  coupons  and  rebate  distribution  and  processing
services for client consumer product manufacturers.  Management plans to finance
the  development  of  its  business through strategic partnerships and financial
investors.

RESULTS  OF  OPERATIONS

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

As  the Company is still in its development stage, it generated no sales revenue
since  inception  March  25,  1999.  The  Company  does  not  anticipate it will
generate  any  significant  revenues  during  the  current  fiscal  year.

During  the year ended 2000, the Company wrote off $114,038 of intangible assets
associated  with the development stage children's products that were transferred
to  the  Company  at  the  time of the corporate spin-off.  The Company incurred
$696,605  in  various  programming  and  site  related expenses during the year.
$515,045  was  written-off  due  to  obsolescence  of  certain  technology  and
programming  features. In addition, the Company incurred $50,000 in certain site
and service development costs.  No comparable programming costs were incurred in
the  prior  year.


6
<PAGE>
Amortization  and  depreciation  expense  was $46,344 in Fiscal 2000 compared to
$9,339  in  Fiscal  1999.

Marketing expenses, including travel, trade show attendance and salaries related
to  the  early  introduction  of the Company's service to the trade for the 2000
period  were $278,748.  No comparable marketing expenses were incurred the prior
year.  Administration  expenses  increased  from  $25,000 in 1999 to $235,586 in
2000  due  to  hiring  a  corporate  staff,  facility  costs, and other expenses
attributable  to  running  a  corporate  office.  Professional  fees represented
$21,458  in 2000.  Total operating expenses increased to $1,211,218 from $34,339
in  1999.  This  increase  represents  the  costs  associated  with  service
development, salaries, costs associated with establishing a corporate office and
hiring  and  training  staff.

The  Company  generated  interest  income  of  $6,650 during 2000 as compared to
$1,200  in  1999.  This  increase  was  attributable  to  increased cash held in
interest  bearing  accounts.  The Company incurred interest expense of $7,313 in
2000,  attributable  to  accrued but unpaid note payable interest.  There was no
interest  expense  in  1999.

As a result of the foregoing, the Company generated a loss of $1,211,881 in 2000
as  compared  to $33,139 in 1999.  The net loss per share increased from $.05 to
$.62.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company's liquidity and capital resources at December 31, 2000 consisted of
cash  of  $121,212  which  was  held primarily in interest bearing accounts. The
Company  has  supported  its  operations  through  loans  to  the Company by the
Company's  CEO,  a  private placement of $375,000, and cash provided by a former
parent.

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 business.  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  launch  of  the  Company's  first  internet  site,
Coupons4Everything,  to offset, in part only, 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.  The  Company is marketing a private placement to qualified investors
of approximately 750,000 to 1 million units.  Each unit consists of one share of
common  stock  and  one  Class  A Warrant to purchase a share of common stock at
$1.50.   No  assurances  can  be given that the Company will be able to sell any
units  on  this  or  other terms.  Further investment in the Company will dilute
existing  shareholder  investment  interests.

OTHER  MATTERS  AND  CONTINGENCIES

The  Company  signed  a  5-year  lease  for  office space in Seattle. This lease
requires  monthly  payments  of  $4,800  with  annual  increases.  The Company's
recorded  contingent  liability consists of accrued but unpaid cash compensation
to  an  officer  and  director  in  the  amount  of $22,916 and notes payable of
$224,425  as  of  December  31,  2000.  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.  In case of default, 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.  The Company
continues  to  accrue  salary  to  the  Company's  CEO  and other staff members.

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.


7
<PAGE>
FORWARD-LOOKING  STATEMENTS

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

When  used  in  the  Filings,  the  words anticipate, believe, estimate, expect,
future, intend, plan and similar 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  Sheet  as  of  December  31,  2000

Statements  of  Operations  for the year ended December 31, 2000, for the period
March  25, 1999 (date of incorporation) to December 31, 1999, and for the period
March  25,  1999  to  December  31,  2000

Statements of Stockholders' Equity for the year ended December 31, 2000, for the
period  March 25, 1999 (date of incorporation) to December 31, 1999, and for the
period  March  25,  1999  to  December  31,  2000

Statements  of  Cash  Flow  for the year ended December 31, 2000, for the period
March  25, 1999 (date of incorporation) to December 31, 1999, and for the period
March  25,  1999  to  December  31,  2000

Notes  to  Financial  Statements


8
<PAGE>
                          INDEPENDENT AUDITORS' REPORT



To  the  Board  of  Directors
Creative  Products  International,  Inc.
Seattle,  Washington

We  have  audited  the  accompanying  balance  sheet  of  Creative  Products
International,  Inc.  (a development stage company) as of December 31, 2000, and
the  related  statements of operations, stockholder's equity, and cash flows for
the  year  ended  December  31,  2000,  for  the  period March 25, 1999 (date of
incorporation)  to  December 31, 1999, and for the period from March 25, 1999 to
December  31,  2000.  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 conducted our audits in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audit  to obtain reasonable assurance about whether the financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audits provide a reasonable basis
for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of the Company as of December 31,
2000,  and  the  results of its operations and its cash flows for the year ended
December 31, 2000, for the period from March 25, 1999 (date of incorporation) to
December  31, 1999, and for the period from March 25, 1999 to December 31, 2000,
in  conformity  with  accounting  principles  generally  accepted  in the United
States.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 9 to the
financial  statements,  the  Company  has  experienced  recurring  losses  from
operations  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.

/s/
PETERSON  SULLIVAN  P.L.L.C.


Seattle,  Washington
March  20,  2001


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

                                  BALANCE SHEET
                                December 31, 2000



                 ASSETS

Current Assets
  Cash and cash equivalents                                    $   121,212

Long-Term Assets
  Deposit                                                           15,000
  Intangible assets                                                 68,143
  Equipment                                                         22,899
                                                               ------------
                                                                   106,042
                                                               ------------
                                                               $   227,254
                                                               ============

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                             $   303,369
  Accrued salaries                                                  11,712
  Note to stockholder                                              247,341
                                                               ------------

        Total current liabilities                                  562,422

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, 2,287,205 shares issued and outstanding             22,872
  Additional paid-in capital                                       886,980
  Deficit accumulated during the development stage              (1,245,020)
                                                               ------------

        Total stockholders' equity                                (335,168)
                                                               ------------

                                                               $   227,254
                                                               ============

                        See Notes to Financial Statements


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

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



                                                   Cumulative
                                                     During
                                                  Development
                                                     Stage                  2000                  1999
                                              --------------------  --------------------  ----------------------
<S>                                           <C>                   <C>                   <C>
Marketing                                     $           278,748   $           278,748   $                   -
Administration                                            260,586               235,586                  25,000
Professional fees                                          21,458                21,458
Amortization and depreciation                              55,683                46,344                   9,339
Write-off of intangible assets                            629,082               629,082
                                              --------------------  --------------------  ----------------------

        Net loss from operations                       (1,245,557)           (1,211,218)                (34,339)

Other income - interest                                     7,850                 6,650                   1,200
Other expense - interest on stockholder note               (7,313)               (7,313)
                                              --------------------  --------------------  ----------------------

        Net loss                              $        (1,245,020)  $        (1,211,881)                (33,139)
                                              ====================  ====================  ======================

Basic and diluted net loss per common share   $             (0.91)  $             (0.62)  $               (0.05)
                                              ====================  ====================  ======================
</TABLE>

                        See Notes to Financial Statements


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

                                               STATEMENTS OF STOCKHOLDERS' EQUITY
                              For the Year Ended December 31, 2000, for the Period March 25, 1999
                                (Date of Incorporation) to December 31, 1999, and for the Period
                                            From March 25, 1999 to December 31, 2000


                                                    Common Stock                      Deficit
                                               ----------------------               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)
                                               ===========  =========  ===========  ============  =============
</TABLE>

                        See Notes to Financial Statements


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

                                                 STATEMENTS OF CASH FLOWS
                            For the Year Ended December 31, 2000, for the Period March 25, 1999
                             (Date of Incorporation) to December 31, 1999, and for the Period
                                         From March 25, 1999 to December 31, 2000



                                                            Cumulative
                                                              During
                                                            Development
                                                              Stage                     2000                   1999
                                                       ---------------------  ---------------------  ---------------------
Cash Flows from Operating Activities
<S>                                                    <C>                    <C>                    <C>
  Net loss                                             $         (1,245,020)  $         (1,211,881)  $            (33,139)
  Adjustments to reconcile net loss to net cash flows
    from operations
    Amortization                                                     49,672                 40,333                  9,339
    Depreciation                                                      6,011                  6,011
    Write-off of intangible assets                                  629,082                629,082
    Change in other operating assets and liabilities
      Deposits                                                      (15,000)               (15,000)
      Accounts payable                                              328,369                303,369                 25,000
      Accrued salaries                                              (13,288)               (13,288)
                                                       ---------------------  ---------------------  ---------------------
        Net cash flows from operating activities                   (260,174)              (261,374)                 1,200

Cash Flows from Investing Activities
  Purchase of intangible assets                                    (581,245)              (581,245)
  Purchase of equipment                                             (28,910)               (28,910)
                                                       ---------------------  ---------------------  ---------------------
        Net cash flows from investing activities                   (610,155)              (610,155)

Cash Flows from Financing Activities
  Proceeds from issuance of common stock                            744,200                375,000                369,200
  Proceeds from stockholder note                                    247,341                247,341
                                                       ---------------------  ---------------------  ---------------------

        Net cash flows from financing activities                    991,541                622,341                369,200
                                                       ---------------------  ---------------------  ---------------------

        Net increase (decrease) in cash                             121,212               (249,188)               370,400

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

Supplemental  Disclosure
------------------------
No cash was paid for interest or income taxes in 2000  or 1999.
</TABLE>

                        See Notes to Financial Statements


13
<PAGE>
                          NOTES TO FINANCIAL STATEMENTS


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.

Fair  Value  of  Financial  Instruments
---------------------------------------

Financial  instruments  consist  of  cash  and  cash equivalents and the note to
stockholder.  The  fair  value of these financial instruments approximates their
carrying  amount  due  to  their  short-term  nature.

Deposit
-------

Deposit  consists  of  a  security deposit made in accordance with the Company's
lease  agreement  for  its  facilities.

Equipment
---------

Equipment  is  recorded  at  cost  and  consists  of  the  following:

     Computers                            $     8,313
     Telephone  and  security  system          20,597
                                          ------------
                                               28,910
     Less  accumulated  depreciation           (6,011)
                                          ------------
                                          $    22,899
                                          ============

Equipment  is  depreciated  using  the  straight-line  method over the estimated
useful  lives  of  the  assets.

Intangible  Assets
------------------

Intangible  assets  consist  of  the  following:

     Copyright                             $   29,583
     Trademark                                 20,232
     Web-site  design                          66,200
                                           -----------
                                              116,015
     Less  accumulated  amortization          (47,872)
                                           -----------
                                           $   68,143
                                           ===========

The copyright and trademark were transferred to the Company by its former parent
at  historical  cost  at  June  30,  1999.  Amortization  is  recorded using the
straight-line  method  over  the estimated useful lives of the assets which does
not  exceed ten years.  The web-site design is amortized using the straight-line
method  over  the  estimated  useful  life  of  four  years.

The  Company  periodically  reviews  intangible assets to assess recoverability.
Impairment  is  recognized  in  results of operations when intangible assets are
deemed unrecoverable.  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 childrens products,
patent,  copyrights  and trademarks that the Company is not actively developing.
The  Company  also  wrote  off  $515,045  of  web site design related to certain
programming  costs  which  are  redundant  or  obsolete  to  site  service.


14
<PAGE>
Revenue  Recognition
--------------------

The  Company  will  recognize  revenue  as  contractual  terms  are  satisfied.

Advertising
-----------

Advertising costs are expensed during the period incurred.  The Company incurred
$14,280  in  advertising  expenses  in  2000  and  none  in  1999.

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.  Options  and  warrants  were not included in the computation of
diluted  earnings  per shares in each of the periods included in these financial
statements  because  they  were  anti-dilutive.  The  weighted average number of
shares  outstanding  was 1,939,944 for the year ended December 31, 2000, 646,851
for  the period ended December 31, 1999, and 1,375,746 for the cumulative during
development  stage.

Stock-Based  Compensation
-------------------------

The  Company  accounts  for stock-based compensation using Accounting Principles
Board  ("APB")  Opinion  No.  25, "Accounting for Stock Issued to Employees" and
related  interpretations.  Accordingly,  compensation  cost  for  stock  options
granted  to  employees  is  measured as the excess, if any, of the quoted market
price  of  the Company's stock at the date of the grant over the exercise price.
There  was  no  stock-based compensation in any of the periods included in these
financial  statements.

Taxes  on  Income
-----------------

Deferred  income taxes are provided based on the estimated future tax effects of
temporary  differences  between financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and for net operating loss
carryforwards.

Deferred  tax  assets  and liabilities are measured using enacted tax rates that
are  expected  to  apply to taxable income in the years in which those temporary
differences  and  carryforwards  are  expected  to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in  income  in  the  period  that  includes  the  enactment date.  A
valuation  allowance is established when necessary to reduce deferred tax assets
to  the  amount  expected  to  be  realized.

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,  2000.

Use  of  Accounting  Estimates  in  the  Preparation of the 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
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,  2000.  Further,  there  are  no  other  new  financial accounting
standards  which  would  have  an  effect  on  these  financial  statements.


15
<PAGE>
NOTE  3.  NOTE  TO  STOCKHOLDER

The  Company  has  a  note  to  a  stockholder  who  is also the Company's chief
executive  officer.  The note is secured by the Company's assets, bears interest
at  8% and is due on demand.  The note includes a provision that, after April 9,
2001,  allows  the  stockholder  to receive payment with shares of the Company's
common  stock.


NOTE  4.  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.

During 1999, options to acquire 14,000 shares at $.30 per share and 5,000 shares
at  $.32  per  share  of  stock  were  granted  to officers and directors of the
Company.  During  2000,  options  to  acquire 120,000 shares at $1.00 per share,
15,000  shares at $1.50 per share and 100,000 shares at $.65 per share were also
granted  to  officers  and  directors of the Company.  The Company also set up a
marketing  incentive  program and options to acquire 140,000 shares at $1.50 per
share  and 75,000 shares at $1.00 per share were granted to marketing employees.
All options expire in five years.  Since the exercise price of the options is in
excess  of the option value, no compensation expense has been recognized in 1999
or  2000.  The  pro  forma  amounts  required  to  be calculated by Statement of
Financial  Accounting  Standards  No.  123  are  not  material  to the financial
statements.

Following  is  a  summary  of  the  status  of  the  plan  during  2000:

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

Outstanding at March 25, 1999                          -  $               -

Granted                                           19,000               .305
                                             -----------  -----------------
Outstanding at December 31, 1999                  19,000               .305

Granted                                          450,000               1.09
                                             -----------  -----------------
Outstanding at December 31, 2000                 469,000  $            1.06
                                             ===========  =================
Weighted average remaining contractual life    4.6 years
                                             ===========

No  options  are  exercisable  at  December  31,  2000


NOTE  5.  INCOME  TAXES

The  tax  effects  of  temporary differences and carryforwards that give rise to
deferred  tax  assets  at  December  31,  2000,  are  as  follows:


     Net  operating  loss  carryforwards     $  380,131
     Other                                       32,766
                                             -----------
                                                412,897
     Less  valuation  allowance                (412,897)
                                             -----------
     Deferred  tax  asset                    $        -
                                             ===========

The  Company  has  net  operating  loss  carryforwards  at December 31, 2000, of
approximately  $1,118,000,  which are available to offset future taxable income,
if any.  These loss carryforwards expire in years 2019 and 2020.  The difference
between  the  tax loss carryforward and the Company's financial statement losses
is  due  to  differences  in amortization rates on intangible assets and certain
accrued  expenses  which  are deductible for income tax purposes only when paid.


16
<PAGE>
The  deferred  tax asset was fully reserved because the use of the net operating
loss  carryforwards  cannot  be  reasonably  assured.

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


                                    2000         1999
                               ------------  -----------
Tax at statutory rates         $  (405,000)  $   (8,000)

Change in valuation allowance      405,000        8,000
                               ------------  -----------
Income tax expense             $         -   $        -
                               ============  ===========


NOTE  6.  OPERATING  LEASE

The  Company  entered  into a non-cancelable five-year lease for its facilities.
The  future  minimum  lease  payments  are  as  follows:

                    2001       $  59,760
                    2002          62,748
                    2003          65,885
                    2004          69,176
                    2005          17,502
                              ----------
                              $  275,071
                              ==========

The  Company  did  not  pay  rent  in  1999 and paid a total of $50,204 in 2000.


NOTE  7.  EMPLOYMENT  AGREEMENT

On  January  11,  2001, the Company entered into a revolving two-year employment
agreement  with  its  chairperson and CEO, Susan Schreter, such that the term of
the  agreement  is  always  two years.  Ms. Schreter will serve as the Company's
Chief  Executive  Officer and President at a base annual salary of $150,000.  In
the  event basic goals as determined by the Board of Directors are achieved, Ms.
Schreter  will receive 100,000 five-year stock options plus a bonus equal to 45%
of  base  salary.


NOTE  8.  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 five years from the date the Company's
common  stock  begins  trading  on  an exchange, which has not yet occurred.  No
warrants  have  yet  been exercised.  The Company's chairperson and CEO received
100,000  warrants  pursuant  to  an  investment  in  the  private  placement.

Pursuant  to the note to stockholder agreement, the Company issued two five-year
warrant  certificates which entitle the lender, who is the Company's chairperson
and  CEO,  to purchase a total of 84,000 shares of common stock at $1.  Warrants
to purchase 54,000 shares expire on September 30, 2005, and warrants to purchase
30,000  shares  expire  on  December 30, 2005.  No warrants have been exercised.


NOTE  9.  GOING  CONCERN

As  shown  in  the  financial  statements,  the  Company  incurred a net loss of
$1,211,881  in  2000  and  $33,139  in  1999.  Further,  the  Company  has a net
deficiency  in  capital of $335,368 at December 31, 2000.  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, sell its business, or
develop  the strategic partnerships necessary to meet the Company's business and
financial  objectives.


17
<PAGE>
                          INDEPENDENT AUDITORS' CONSENT
                          -----------------------------



We  hereby  consent  to the use of our auditors' report dated March 20, 2001, on
the  Creative  Products  International, Inc. financial statements as of December
31, 2000, and for the year ended December 31, 2000, and for the period March 25,
1999  (date  of  incorporation)  to  December 31, 1999, included in the Creative
Products  International,  Inc.  Form  10KSB  for  the  year  December  31, 2000.




March  20,  2001
Seattle,  Washington


18
<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 compiled with for the fiscal year
ended  December  31,  2000.

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


NAME                    AGE         POSITION
--------------------------------------------

Susan A. Schreter       39          Chairman and CEO

Joan Lundgren           47          Director

Lisa Indovino           39          Director

David Pinto             64          Director

Robert Hannan           62          Director

Randall Fields          53          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.  Since  1997,  she  has  been Director of
Business  Development  at  Lucent  Technologies,  where  she  is 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.


19
<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 the Park City Group 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.

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

The  Company has paid $30,000 to Mr. Hannan and $5,000 to Mr. Fields for various
consulting  or  other  services  provided  to  the  Company.


                                 SUMMARY COMPENSATION TABLE

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


* Excludes 184,000 warrants granted to Ms. Schreter as part of private placement
investment  and  loans  to  the  Company.  As  of  December 31, 2000, $22,899 is
accrued  but  not  paid,  salary.

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.

ITEM  10   CERTAIN  RELATIONSHIPS  AND  RELATED  PARTY  TRANSACTIONS

As  part of the negotiation of Creative Products first employment agreement with
Susan Schreter, Creative Products sold 384,000 shares of its common stock to Ms.
Schreter  on  Oct  4,  1999  for  $19,200,  which  consideration the independent
directors  of  Creative  Products  concluded no less than the fair value of such
shares.  In  reaching  such  conclusion,  the  independent  directors  took into
consideration,  among  other  things,  an  appraisal  of  such  shares  that was
conducted  by  an  independent  valuation  firm.

As  of  December  31,  2000,  the  CEO  had lent an aggregate of $224,425 to the
Company.  This  loan does not include accrued but unpaid salary of $22,916.  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 is in default of
its  obligations.  A  total of 84,000 warrants were provided to the CEO pursuant
to  loan  terms  based  on  the  amount  lent  to  the  Company.


20
<PAGE>
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.

During  the  year,  Robert Hannan, a director of the company provided consulting
services  to  the Company. Total compensation was $30,000. Randy Fields provided
consulting  services  to  the  Company  and  received  $5,000  in  compensation.

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 2,287,205 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.

During 1999, options to acquire 14,000 shares at $.30 per share and 5,000 shares
at  $.32  per  share  of  stock  were  granted  to officers and directors of the
Company.  These  options  expire  in  five  years.  As the exercise price of the
options  is  in  excess  of  the  option value, no compensation expense has been
recognized  in  1999.  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 during 2000. These options
expire  in  five  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  1999.  The  pro  forma  amounts  required  to  be  calculated by
Statement  of  Financial  Accounting  Standards  No. 123 are not material to the
financial  statements.


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<PAGE>
                                                NUMBER OF     EXERCISE PRICE
NAME                                             OPTIONS
============================================================================
Susan A Schreter
c/o Creative Products International, Inc            100,000              .65
3317 3rd Ave S                                       20,000             1.00
Seattle WA 98134                                      5,000              .32
----------------------------------------------------------------------------
Lisa Indovino                                        20,000             1.00
c/o Creative Products International, Inc              5,000              .32
3317 3rd Ave S
Seattle WA 98134
----------------------------------------------------------------------------
Robert Hannan                                        20,000             1.00
c/o Creative Products International, Inc
3317 3rd Ave S
Seattle WA 98134
----------------------------------------------------------------------------
David Pinto                                          20,000             1.00
c/o Creative Products International, Inc
3317 3rd Ave S
Seattle WA 98134
----------------------------------------------------------------------------
Randall Fields                                       20,000             1.00
c/o Creative Products International, Inc
3317 3rd Ave S
Seattle WA 98134
----------------------------------------------------------------------------
Joan Lundgren                                        75,000             1.00
c/o Creative Products International, Inc             20,000             1.00
3317 3rd Ave S                                       25,000             1.50
Seattle WA 98134                                      5,000              .32
============================================================================
Non executive                                       330,000                .
----------------------------------------------------------------------------
Number of Options and Weighted Average              469,000  $          1.06
Outstanding at December 31, 2000

The  weighted  average  remaining  life of all options outstanding is 4.6 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, 2000 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                                   877,977          38.36%
c/o Creative Products International Inc
3317 3rd Ave S
Seattle WA 98134
----------------------------------------  ----------------  --------------
Lisa Indovino                                       25,000           1.09%
c/o Creative Products International Inc.
3317 3rd Ave. S
Seattle, WA 98134
----------------------------------------  ----------------  --------------
Joan Lundgren                                      162,500            7.1%
c/o Creative Products International, Inc
3317 3rd Ave S
Seattle, WA 98134
----------------------------------------  ----------------  --------------
Robert Hannan                                      20,000*             **
c/o Creative Products International Inc
3317 3rd Ave S
Seattle WA 98134
----------------------------------------  ----------------  --------------


22
<PAGE>
----------------------------------------  ----------------  --------------
David Pinto                                        20,000*             **
c/o Creative Products International Inc
3317 3rd Ave S
Seattle WA 98134
----------------------------------------  ----------------  --------------
Randall Fields                                     20,000*             **
c/o Creative Products International Inc
3317 3rd Ave S
Seattle WA 98134
----------------------------------------  ----------------  --------------
All directors as a group                         1,140,500           49.8%
----------------------------------------  ----------------  --------------

*  number  includes  unexercised  incentive  stock  options
**  number  represents  less  than  1%

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

EXHIBITS
     None

REPORTS  ON  FORM  8-K
     None


23
<PAGE>
                                   SIGNATURES

In  accordance  with  the  requirements of Section 13 or 15(d) of the Securities
Exchange  Act  of  1934,  the  registrant caused this report to be signed on its
behalf  by  the  undersigned, thereunto duly authorized, in the City of Seattle,
Washington,  on  March  30,  2000.


                                        CREATIVE  PRODUCTS  INTERNATIONAL,  INC


                                        By:  /s/   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          March 30, 2001

Joan  Lundgren                  Director                    March  30,  2001

Lisa  Indovino                  Director                    March  30,  2001

David  Pinto                    Director                    March  30,  2001

Robert  Hannan                  Director                    March  30,  2001

Randall  Fields                 Director                    March  30,  2001


24
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