SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) March 30, 2001

                       CARING PRODUCTS INTERNATIONAL, INC.
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               (Exact name of registrant as specified in charter)


         Delaware                 33-96882-LA                    98-0134875
     ---------------              -----------                  ---------------
     (State or other              (Commission                  (IRS Employer
     jurisdiction of                File No.)                Identification No.)
     incorporation)



       P.O. BOX 9288, SEATTLE, WA                                   98109
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     (Address of principal executive offices)                     (Zip Code)


   Registrant's telephone number, including area code:          (206) 853-1131
                                                              ------------------

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          (Former name or former address, if changed since last report)



ITEM  1.    CHANGES IN CONTROL OF REGISTRANT.

     On  March  30,  2001,  Caring  Products  International, Inc. ("Registrant")
consummated  a  private placement of 9,000,000 shares of its common stock, $0.01
par  value  (the  "Common  Stock")  to  Mr.  Raymond  A.  Bills,  a  previously
unaffiliated  accredited  investor  pursuant  to  Rule 506 of Regulation D.  Mr.
Bills  paid  Registrant  $250,000.00  in  consideration for the issuance.  After
giving  effect  to  this  transaction  and  the  3,056,363 previously issued and
outstanding  shares  of  Common  Stock,  Mr.  Bills  is  the beneficial owner of
approximately  74.6%  of  Registrant's  Common  Stock and now has the ability to
exercise  absolute  control  over  Registrant's  affairs.

     In  connection with the transaction, all the members of the Company's Board
of  Directors  except  Susan  A. Schreter resigned, and Mr. Bills and Mr. Ian W.
Rice  were elected to Registrant's Board of Directors until their successors are
elected  and  qualified  subject to compliance with Rule 14f-1 of the Securities
and  Exchange  Act  of  1934.



                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities and Exchange Act of 1934,
the  Company  has  duly  caused  this  report  to be signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                                   CARING PRODUCTS
                                                   INTERNATIONAL, INC.


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


Date:  April 3, 2001