<DOCUMENT>
<TYPE>SB-2
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
<PAGE>

    As filed with the Securities and Exchange Commission on January 21, 2003
                                           Registration Statement No. 333-______
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM SB-2
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                               CCP WORLDWIDE, INC.
                 (Name of small business issuer in its charter)

          Delaware                       3086                    45-0486747
(State of incorporation or     (Primary Standard Industrial  (I.R.S.Employer
jurisdiction of organization)  Classification Code Number)   Identification No.)

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

                        6040-A Six Forks Road, Suite 179
                          Raleigh, North Carolina 27609
                                 (919) 872-0401
          (Address and telephone number of principal executive offices)

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

                                David R. Allison
                      President and Chief Executive Officer
                               CCP Worldwide, Inc.
                        6040-A Six Forks Road, Suite 179
                          Raleigh, North Carolina 27609
                                 (919) 872-0401
            (Name, address and telephone number of agent for service)

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

Copies of all communications, including all communications sent to the agent for
                           service, should be sent to:
                            Adam S. Gottbetter, Esq.
                             Kevin F. Barrett, Esq.
                        Kaplan Gottbetter & Levenson, LLP
                                630 Third Avenue
                            New York, New York 10017
                                 (212) 983-6900

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

     Approximate  date  of proposed sale to the public:  From time to time after
the effective date of the registration statement until such time that all of the
shares  of  common  stock  registered  hereunder  have  been  sold.

     If any of the securities being registered on this Form are to be offered on
a  delayed  or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment  plans,  check  the  following  box.  |X|

     If  this  Form  is  filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and  list  the  Securities  Act  registration  statement  number  of the earlier
effective  registration  statement  for  the  same  offering.  |_|

     If  this  Form  is a post-effective amendment filed pursuant to Rule 462(c)
under  the  Securities  Act, check the following box and list the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering.  |_|

     If  this  Form  is a post-effective amendment filed pursuant to Rule 462(d)
under  the  Securities  Act, check the following box and list the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering.  |_|

     If  delivery of the prospectus is expected to be made pursuant to Rule 434,
check  the  following  box.  |_|

<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=========================================================================================================
   TITLE OF EACH CLASS           AMOUNT BEING   OFFERING PRICE     MAXIMUM AGGREGATE      AMOUNT OF
OF SECURITIES BEING REGISTERED    REGISTERED     PER SHARE (1)     OFFERING PRICE (1)   REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
<S>                              <C>            <C>                <C>                  <C>
Shares of Common Stock . . . . .   1,995,000         $.10               $199,500             $25
---------------------------------------------------------------------------------------------------------
Total. . . . . . . . . . . . . .                                        $199,500             $25
---------------------------------------------------------------------------------------------------------
Amount Due. . . . . . . . . . .                                                              $25
=========================================================================================================
</TABLE>

(1)  Estimated  for  purposes of computing the registration fee pursuant to Rule
457.
                                   -------------------------

     THE  REGISTRANT  HEREBY  AMENDS  THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE  A  FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THE REGISTRATION
STATEMENT  SHALL  THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE  SECURITIES  ACT  OF  1933,  AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL  BECOME  EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING  PURSUANT  TO  SAID  SECTION  8(A),  MAY  DETERMINE.

================================================================================

THE  INFORMATION  IN  THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  THESE
SECURITIES  MAY  NOT  BE  SOLD  UNTIL  THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES  AND  EXCHANGE  COMMISSION  IS  EFFECTIVE.  THIS PROSPECTUS IS NOT AN
OFFER  TO  SELL, NOR DOES IT SEEK AN OFFER TO BUY, THESE SECURITIES IN ANY STATE
WHERE  THE  OFFER  OR  SALE  IS  NOT  PERMITTED.

<PAGE>


SUBJECT  TO  COMPLETION.  DATED                                ,  2003.

PROSPECTUS



                               CCP WORLDWIDE, INC.


                        1,995,000 SHARES OF COMMON STOCK


     This  prospectus  relates  to  the  resale  by  the selling stockholders of
1,995,000  shares  of  our common stock.  The selling stockholders will sell the
shares  from  time  to time at $.10 per share until our shares are quoted on the
Over-the-Counter  Bulletin  Board  ("OTCBB") and thereafter at prevailing market
prices  or  privately  negotiated  prices.  There  is  no set minimum or maximum
number  of  shares  that can be purchased by an investor.  There is no assurance
that  our  common  stock will be included on the OTCBB.  We will not receive any
proceeds  from  any  sales  made  by  the  selling stockholders but will pay the
expenses  of  this  offering.  This  is  the  initial registration of any of our
shares.

     No  public  market  currently  exists  for  the  shares  of  common  stock.

     AS  YOU  REVIEW  THIS PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE MATTERS
DESCRIBED  IN  "RISK  FACTORS"  BEGINNING  ON  PAGE  4.

     NEITHER  THE  SECURITIES  AND  EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION  HAS  APPROVED  OR  DISAPPROVED  OF THESE SECURITIES OR PASSED ON THE
ACCURACY  OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A  CRIMINAL  OFFENSE.


                   The date of this prospectus is       , 2003

<PAGE>
                                TABLE OF CONTENTS
                                                                            Page

Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1

Risk  Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4

Cautionary  Note  Regarding  Forward-Looking  Statements. . . . . . . . . .    7

Use  of  Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7

Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8

Management's  Discussion  and  Analysis  of  Financial  Condition and
     Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . .    8

Dividend  Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10

Description  of  Business. . . . . . . . . . . . . . . . . . . . . . . . . .  10

Directors,  Executive  Officers,  Promoters  and  Control  Persons. . . . .   15

Executive  Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . .  16

Security  Ownership  of  Certain  Beneficial  Owners  and  Management. . . .  18

Certain  Relationships  and  Related  Transactions. . . . . . . . . . . . .   19

Description  of  Securities. . . . . . . . . . . . . . . . . . . . . . . . .  19

Selling  Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

Plan  of  Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . .   24

Market  for  Common  Equity. . . . . . . . . . . . . . . . . . . . . . . . .  25

Legal  Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26

Legal  Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26

Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26

Where  You  Can  Find  More  Information. . . . . . . . . . . . . . . . . .   26

Index  to  Financial  Statements. . . . . . . . . . . . . . . . . . . . . .   27


                     DEALER PROSPECTUS DELIVERY OBLIGATION

     Until  ____,  2003  (90 days from the date of this prospectus), all dealers
that  effect  transactions  in  these securities, whether or not participants in
this  offering,  may  be  required  to  deliver  a  prospectus.

                                        i
<PAGE>

                                     SUMMARY

     This  summary  highlights the key information contained in this prospectus.
Because  it  is a summary, it does not contain all of the information you should
consider  before  making  an  investment  decision.  You  should read the entire
prospectus  carefully,  including  the  section  titled  "Risk  Factors".


BUSINESS


     CCP  Worldwide, Inc. ("CCP"), through its wholly owned operating subsidiary
Custom Craft Packaging, Inc., ("Custom Craft") plans to manufacture cross-linked
polyethylene  foam.  Cross-linked  polyethylene  is a plastic product that has a
very  tight  cell  structure  and  is  nonporous.  Cross-linked  polyethylene is
thermoformable and compression moldable which allows it considerable versatility
in  its  end  use  applications.  Cross-linked  polyethylene may be laminated by
either  heat  or adhesives, which provides additional applications based on size
and  intricacies  of  form.  Applications  for cross-linked polyethylene include
toys,  automotive  parts,  shoes, flotation devices, and other consumer, medical
and  industrial  products.

     Since  1993,  Custom  Craft  has  been  a broker in the packaging business.
Custom  Craft  primarily  brokers  corrugated  boxes  and foam packaging for the
manufacturers  of  industrial  and consumer products. Custom Craft seeks to find
the  best packaging product at the best price for its customers. Neither CCP nor
Custom  Craft  have  any  manufacturing  experience.

                                                  THE OFFERING

Shares offered by the selling stockholders.  1,995,000

Common  stock  outstanding . . . . . . . .   4,995,000

Use  of proceeds. . . . . . . . . . . . ..   The  selling  stockholders  will
                                             receive  the  net proceeds from the
                                             sale  of  shares.  We  will receive
                                             none  of the proceeds from the sale
                                             of  shares  offered  by  this
                                             prospectus.

                                        1
<PAGE>
                      SUMMARY OF HISTORICAL FINANCIAL DATA

     In  the  table  below,  we  provide  you  with summary historical financial
information  of  CCP Worldwide, Inc.  The following statement of operations data
for  the  year ended December 31, 2001 and the balance sheet data as of December
31, 2001 is derived from the audited financial statements of CCP Worldwide, Inc.
included  elsewhere  in  this prospectus.  The following statement of operations
data  for  the nine-months ended September 30, 2002 and 2001 and the years ended
December  31,  2000,  1999,  1998  and  1997,  and  the balance sheet data as of
September  30, 2002 and the years ended December 31, 2000, 1999, 1998, 1997 have
been  derived  from  the  unaudited  financial statements of CCP Worldwide, Inc.
which, in the opinion of management, have been prepared on the same basis as the
audited  financial  statements  and  reflect all adjustments, consisting only of
normal  recurring adjustments, necessary for fair presentation.  Results for the
nine-month  period  ended  September  30, 2002 are not necessarily indicative of
results  that  may  be  expected  for  the  entire  year.

     The  following  financial  data  should be read in conjunction with, and is
qualified  by  reference to, "Selected Historical Financial Data," "Management's
Discussion  and  Analysis of Financial Condition and Results of Operations," and
the  financial  statements  of  CCP Worldwide, Inc. including the notes to these
financial  statements,  included  elsewhere  in  this  registration
statement/prospectus.

                                        2
<PAGE>
                       CCP WORLDWIDE, INC. and Subsidiary

                       Selected Historical Financial Data

<TABLE>
<CAPTION>

                                   Nine Months Ended
                                     September 30,                   Years Ended December 31,
                                 -------------------- ---------------------------------------------------
                                   2002        2001      2001      2000      1999      1998      1997
                                 ---------- --------- --------- --------- --------- ---------- ----------
                                      (Unaudited)                                   (Unaudited)
                                 --------------------                     -------------------------------
Statement of income data:
-------------------------
<S>                              <C>         <C>       <C>       <C>       <C>       <C>        <C>
Net sales                        $  250,585 $ 324,439 $ 399,848 $ 486,989 $ 302,370 $  219,888 $  210,186
Cost of sales                       214,848   277,494   344,511   413,291   257,552    168,713    163,977
                                 ---------- --------- --------- --------- --------- ---------- ----------
Gross margin                         35,737    46,945    55,337    73,698    44,818     51,175     46,209
                                 ---------- --------- --------- --------- --------- ---------- ----------

Selling, general and
 administrative expenses             15,898     6,412    21,656    13,807    26,253     22,297     25,021
Depreciation                             87         -        55        95       158          -        237
                                 ---------- --------- --------- --------- --------- ---------- ----------
Total expenses                       15,985     6,412    21,711    13,902    26,411     22,297     25,258
                                 ---------- --------- --------- --------- --------- ---------- ----------

Income before income taxes
-historical                          19,752    40,533    33,626    59,796    18,407     28,878     20,951
                                 ---------- --------- --------- --------- --------- ---------- ----------

Pro forma income taxes-
    current:
Federal                               2,963     6,080     5,044     9,949     2,761      4,332      3,143
State                                 1,363     2,797     2,320     4,126     1,270      1,993      1,446
                                 ---------- --------- --------- --------- --------- ---------- ----------
Total pro forma income taxes          4,326     8,877     7,364    14,075     4,031      6,324      4,588
                                 ---------- --------- --------- --------- --------- ---------- ----------


Net income pro forma             $   15,426 $  31,656 $  26,262 $  45,721 $  14,376 $   22,554 $   16,363
                                 ========== ========= ========= ========= ========= ========== ==========

</TABLE>


<TABLE>
<CAPTION>

                                   Nine Months Ended
                                     September 30,                   Years Ended December 31,
                                 -------------------- ---------------------------------------------------
                                   2002        2001      2001      2000      1999      1998      1997
                                 ---------- --------- --------- --------- --------- ---------- ----------
                                      (Unaudited)                                   (Unaudited)
                                 --------------------                     -------------------------------
Balance Sheet Data
------------------
<S>                              <C>        <C>        <C>       <C>      <C>        <C>        <C>
Total current assets             $   45,533 $  51,960 $  53,556 $  54,583 $  26,239 $   44,375 $   61,723
Total other assets                        -       142        87       142       237        591        591
                                 ---------- --------- --------- --------- --------- ---------- ----------
Total assets                     $   45,533 $  52,102 $  53,643 $  54,725 $  26,476 $   44,966 $   62,314
                                 ========== ========= ========= ========= ========= ========== ==========


Total current liabilities            34,676    42,116    54,788    54,821    26,518     23,752     55,286

Total shareholders' equity
(deficit)                            10,857     9,986    (1,145)      (96)      (42)    21,214      7,028
                                 ---------- --------- --------- --------- --------- ---------- ----------


Total liabilities and
shareholders' equity             $   45,533 $  52,102 $  53,643 $  54,725 $  26,476 $   44,966 $   62,314
                                 ========== ========= ========= ========= ========= ========== ==========

</TABLE>

                                        3
<PAGE>

                                  RISK FACTORS

     Investing  in  our common stock involves a high degree of risk.  You should
carefully  consider  the  risks  and  uncertainties  described  below before you
purchase  any  of our common stock.  All of the known material risks inherent in
this  offering  are  addressed below.  These risks and uncertainties are not the
only  ones we face.  Unknown additional risks and uncertainties, or ones that we
currently  consider  immaterial,  may  also  impair  our  business  operations.

     If  any  of  these  risks  or  uncertainties  actually occur, our business,
financial  condition  or  results  of  operations  could be materially adversely
affected.  In  this  event  you  could  lose  all  or  part  of your investment.

WE  HAVE  NO  OPERATING HISTORY OR REVENUES IN THE MANUFACTURING OF CROSS-LINKED
POLYETHYLENE  FOAM  MAKING  IT  DIFFICULT  TO  EVALUATE  OUR  PROSPECTS.

     We  are  a  new enterprise that has no operating history and no revenues in
the  manufacturing of cross-linked polyethylene foam upon which an evaluation of
our  business  and prospects can be based.  We must, therefore, be considered to
be  subject  to all of the risks inherent in the establishment of a new business
enterprise,  including  the  prospective  development and marketing costs, along
with  the  uncertainties  of  being able to effectively market our services.  We
cannot  assure  you at this time that we will operate profitably or that we will
have  adequate  working  capital  to  meet  our  obligations as they become due.

UNLESS  WE  RAISE  AN  ADDITIONAL  $4,500,000 TO BEGIN OPERATIONS TO MANUFACTURE
CROSS-LINKED  POLYETHYLENE  FOAM,  YOU  MAY  LOOSE  ALL  OF  YOUR  INVESTMENT.

     We  need  to  raise  an  additional  $4,500,000  to  begin  operations  to
manufacture  cross-linked  polyethylene  foam.  We  have no commitments from any
funding  sources to raise the additional $4,500,000 needed.  If we fail to raise
this  additional  $4,500,000 we will not be able to begin production and you may
loose  all  of  your  investment.

WE  PLAN  TO  DO  A  PRIVATE  OFFERING  OF  OUR COMMON STOCK IN 2003 TO RAISE AN
ADDITIONAL $1,500,000, WHICH WILL FURTHER DILUTE YOUR OWNERSHIP INTEREST IN CCP.

     We plan to do a private offering of our common stock in 2003.  We will seek
to  raise  an  additional  $1,500,000,  which will further dilute your ownership
interest  in  CCP.  We have no commitments from any funding sources to raise the
additional $1,500,000 needed in 2003.  We do not know what the offering price of
the  stock  may be.  If we fail to raise $1,500,000 in 2003 you may loose all of
your  investment.

IF  WE  FAIL  TO  ENTER  INTO  AN  AGREEMENT WITH A COMPANY THAT CAN PROVIDE THE
EQUIPMENT  AND  EXPERTISE TO MANUFACTURE CROSS-LINKED POLYETHYLENE FOAM, YOU MAY
LOSE  ALL  OF  YOUR  INVESTMENT.

     We  need  to  enter  into  an agreement with a company that can provide the
equipment  and expertise to manufacture cross-linked polyethylene foam.  We have
no  commitments  from  any  such  company  to  provide  the needed equipment and
manufacturing  expertise.  Failure to enter into such an agreement would prevent

                                        4
<PAGE>

us  from  operations  and  you  may  loose  all  of  your  investment.

WE  HAVE NO MANUFACTURING EXPERIENCE, WHICH MAY RESULT IN THE FAILURE OF CCP AND
THEREFORE  YOU  MAY  LOSE  ALL  OF  YOUR  INVESTMENT.

     Although  CCP's  operating  subsidiary Custom Craft Packaging, Inc. has had
operations  since  1993,  it  has  no experience in manufacturing.  This lack of
experience  may  make  it more difficult for CCP to succeed as a manufacturer of
cross-linked  polyethylene  foam.  Therefore,  you  may  loose  all  of  your
investment.

COMPETITION FROM LARGER AND BETTER-FUNDED COMPANIES MAY MAKE IT DIFFICULT FOR US
TO  SUCCEED.

     We  face competition from many larger and better-funded companies which may
make  it  difficult  for  us  to  succeed.

WE  ARE  DEPENDENT  UPON  OUR  OFFICERS  AND  DIRECTORS,  DAVID ALLISON, FRANCIS
PROVENCHER  AND  TOM  SHUTE,  ANY  REDUCTION  IN THEIR ROLES IN CCP WOULD HAVE A
MATERIAL  ADVERSE  EFFECT.

     The  success  of  CCP  is  dependent  on  the  vision,  knowledge, business
relationships  and  abilities  of  CCP's  officers  and directors David Allison,
Francis  Provencher and Tom Shute.  Any reduction of their roles in the business
would  have  a  material  adverse  effect  on CCP.  CCP does not have employment
contracts  or  key  man  life  insurance  policies  with  our  officers.

UNLESS  A  PUBLIC  MARKET  DEVELOPS FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO
SELL  YOUR  SHARES,  THEREFORE  YOUR  INVESTMENT  WOULD  BE  A  COMPLETE  LOSS.

     There  is  no public market for our common stock.  An active trading market
may  never  develop  or,  if  developed,  it  may not be maintained.  Failure to
develop  or  maintain an active trading market could negatively affect the price
of our securities, and you may be unable to sell your shares, and therefore your
investment  would  be  a  complete  loss.

IF OUR STOCK DOES BECOME PUBLICLY TRADED, WE WILL LIKELY BE SUBJECT TO THE PENNY
STOCK  RULES,  THEREFORE YOU MAY FIND IT MORE DIFFICULT TO SELL YOUR SECURITIES.

     Broker-dealer  practices  in connection with transactions in "penny stocks"
are  regulated  by  certain  rules  adopted  by  the  Securities  and  Exchange
Commission.  Penny  stocks  generally are equity securities with a price of less
than  $5.00  (other  than  securities  registered on certain national securities
exchanges  or  quoted on the NASDAQ Stock Market provided that current price and
volume  information  with respect to transactions in such securities is provided
by  the exchange or system).  The rules require that a broker-dealer, prior to a
transaction  in  a  penny  stock  not otherwise exempt from the rules, deliver a
standardized  risk  disclosure  document  that  provides information about penny
stocks  and  the  risks  in the penny stock market.  The broker-dealer also must
provide  the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in connection with the
transaction  and  monthly  account  statements  showing the market value of each
penny  stock  held  in the customer's account.  In addition, the rules generally
require  that  prior  to  a transaction in a penny stock, the broker-dealer must

                                        5
<PAGE>

make  a  special  written  determination  that  the  penny  stock  is a suitable
investment  for  the  purchaser and receive the purchaser's written agreement to
the  transaction.  These disclosure requirements may have the effect of reducing
the  liquidity  of  penny stocks.  If our securities become subject to the penny
stock  rules,  investors  in  the  offering  may find it difficult to sell their
securities.

WE MAY NOT QUALIFY FOR OVER-THE-COUNTER ELECTRONIC BULLETIN BOARD INCLUSION, AND
THEREFORE  YOU  MAY  BE  UNABLE  TO  SELL  YOUR  SHARES.

     Upon  completion of this offering, we will attempt to have our common stock
eligible  for  quotation  on  the  Over-the-Counter  Electronic  Bulletin  Board
("OTCBB"  or  "Bulletin  Board").  OTCBB eligible securities includes securities
not  listed  on  NASDAQ or a registered national securities exchange in the U.S.
and  that  are  also required to file reports pursuant to Section 13 or 15(d) of
the  Securities  Act  of  1933,  and  the  company  is  current  in its periodic
securities reporting obligations.  CCP has engaged a broker/dealer who has filed
a Form 211 with the National Association of Securities Dealers ("NASD") in order
to allow the quotation of CCP's common stock on the OTCBB.  The market maker has
committed  to  make a market in our securities once the Form 211 clears with the
NASD.  For  more  information on the OTCBB see its website at www.otcbb.com.  If
for  any  reason,  however, any of our securities are not eligible for continued
quotation  on  the  Bulletin  Board or a public trading market does not develop,
purchasers  of  the  shares  may have difficulty selling their securities should
they  desire  to  do  so.  If  we  are  unable  to  satisfy the requirements for
quotation  on  the  Bulletin  Board,  any  trading  in our common stock would be
conducted in the over-the-counter market in what are commonly referred to as the
"pink  sheets".  As  a result, an investor may find it more difficult to dispose
of,  or to obtain accurate quotations as to the price of, the securities offered
hereby.  The above-described rules may materially adversely affect the liquidity
of  the  market  for  our  securities.  (See  PLAN  OF  DISTRIBUTION.)

OUR  PRESIDENT  AND  CHAIRMAN  OF  THE  BOARD  OF  DIRECTORS  BENEFICIALLY  OWNS
APPROXIMATELY  60%  OF  OUR  STOCK;  HIS  INTERESTS  COULD  CONFLICT WITH YOURS;
SIGNIFICANT SALES OF STOCK HELD BY HIM COULD HAVE A NEGATIVE EFFECT ON OUR STOCK
PRICE;  SHAREHOLDERS  MAY  BE  UNABLE  TO  EXERCISE  CONTROL.

     As  of  January  21,  2003,  our  president  and  chairman  of the board of
directors, David R. Allison was the beneficial owner of approximately 60% of our
common  stock.  As  a  result,  Mr.  Allison  will  have significant ability to:

     -    elect  or  defeat  the  election  of  our  directors;
     -    amend or prevent amendment of our articles of incorporation or bylaws;
     -    effect  or  prevent  a  merger,  sale  of  assets  or  other corporate
          transaction;  and
     -    control  the outcome of any other matter submitted to the shareholders
          for  vote.

     As  a  result  of his ownership and position, our president and chairman of
the  board of directors is able to significantly influence all matters requiring
shareholder  approval,  including  the  election  of  directors  and approval of
significant  corporate  transactions.  In addition, sales of significant amounts
of  shares  held by Mr. Allison, or the prospect of these sales, could adversely

                                        6
<PAGE>

affect  the market price of our common stock.  Mr. Allison's stock ownership may
discourage  a  potential  acquirer  from  making  a  tender  offer  or otherwise
attempting  to  obtain control of us, which in turn could reduce our stock price
or prevent our shareholders from realizing a premium over our stock price.  (See
SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT.)

WE DO NOT EXPECT TO PAY DIVIDENDS, THEREFORE YOU MAY NOT RELY ON YOUR INVESTMENT
TO  BE  A  SOURCE  OF  INCOME.

     We  do  not  anticipate  paying  cash  dividends in the foreseeable future.
Therefore  you  may  not  rely  on  your  investment in our stock as a source of
income.
              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This  prospectus  contains  certain  financial  information  and statements
regarding  our  operations  and financial prospects of a forward-looking nature.
Although  these statements accurately reflect management's current understanding
and beliefs, we caution you that certain important factors may affect our actual
results  and  could  cause  such  results  to  differ  materially  from  any
forward-looking  statements  which  may be deemed to be made in this prospectus.
For  this  purpose,  any  statements  contained in this prospectus which are not
statements  of  historical  fact may be deemed to be forward-looking statements.
Without  limiting the generality of the foregoing, words such as, "may", "will",
"intend",  "expect",  "believe",  "anticipate",  "could",  "estimate", "plan" or
"continue"  or  the negative variations of those words or comparable terminology
are  intended to identify forward-looking statements.  There can be no assurance
of  any  kind  that  such  forward-looking  information  and  statements will be
reflective  in any way of our actual future operations and/or financial results,
and  any  of such information and statements should not be relied upon either in
whole  or  in  part  in  connection  with  any decision to invest in the shares.

                                 USE OF PROCEEDS

     We  will not receive any proceeds from the sale of the stockholder's shares
offered  by  this  prospectus.  All  proceeds from the sale of the stockholders'
shares  will  be  for  the  account  of  the  selling  shareholders.

                                        7
<PAGE>

                                 CAPITALIZATION

     The following table sets forth our capitalization as of September 30, 2002.
<TABLE>
<CAPTION>
<S>                                                                                       <C>

Total  Liabilities. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .. . ..   $    34,676
Stockholders'  equity:
   Common stock, $.001 par value; authorized 100,000,000 shares,
      issued and outstanding  3,141,500  shares. . . . . . . . . . . . . . . . . . . . .         3,142
   Preferred  stock,  $.0001  par  value;  authorized 5,000,000 shares, issued and
      outstanding  -0-. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .             0
   Additional  paid-in  capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .         11,508
   Accumulated  Deficit. . . . . . . . . . . . . . . . . . . . .  . . . . . . . . . . ..        (3,793)
   Total  shareholders'  equity . . . . . . . . . . . . . . . . . . . . . . . . . . . ..        10,857
Total  capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        45,533
</TABLE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

     CCP  plans  to  manufacture  cross-linked  polyethylene  foam.  CCP  has no
experience in manufacturing cross-linked polyethylene foam, or experience in any
type  of  manufacturing,  and  needs  to  raise  $4,500,000  in  order  to begin
manufacturing.  Therefore,  CCP  believes  that  the  operating  history  of its
operating  subsidiary  Custom Craft Packaging, Inc. is not in any way indicative
of the results that may be expected from the planned manufacture of cross-linked
polyethylene  foam.

CCP's  costs  of sales and operating expenses have increased significantly since
CCP's  inception.  This  trend  reflects  increased  costs associated with lower
profit  margins  on  the  product  mix  of  the  more  recent  sales.
CCP  has  a  limited  operating  history  on  which to base an evaluation of its
business  and  prospects.  CCP's  prospects  must  be considered in light of the
risks,  expenses  and  difficulties frequently encountered by companies in their
early  stage  of  development.

RESULTS  OF  OPERATIONS  -  YEARS  ENDED  DECEMBER  31,  2001  AND  2000

     Net  Sales.  Net  sales fell from $486,989 in 2000 to $399,848 in 2001 as a
result of the general economic downturn, in part related to the terrorist attack
of  September  11,  2000.

     Cost of Sales. Cost of sales decreased from $413,291 in 2000 to $344,511 in
2001  reflecting  CCP's  decrease  in  sales  volume.

     Selling,  General  and  Administrative  Expenses.  Selling,  general  and
administrative  expenses  increased  from  $13,807  in  2000  to $21,656 in 2001
largely  as  a  result  of  adding  automobile  expenses  in  2001.

<PAGE>

     Income  Taxes.  Total  pro  forma income taxes fell from $14,075 in 2000 to
$$7,364  in  2001  as  a  result  of  decreased  net  income.

     Net  Income.  Net  income  fell  from  $45,721  in  2000 to $26,262 in 2001
reflecting  decreased  sales.

RESULTS  OF  OPERATIONS  -  NINE  MONTHS  ENDED  SEPTEMBER  30,  2001  AND  2002

     Net  Sales.  Net  sales  fell  from  $324,439  for  the  nine  months ended
September 30, 2001 to $250,585 for the nine months ended September 30, 2002 as a
result  of the general economic downturn.  For example, in 2001 CCP had sales of
$18,470  to  Valcor,  Inc.,  whereas  in  2002  CCP had no sales to Valcor, Inc.

     Cost  of  Sales.  Cost of sales decreased from $277,494 for the nine months
ended  September  30,  2001  to $214,848 for the nine months ended September 30,
2002  reflecting CCP's decreased sales volume. CCP's gross profit margin for the
nine  months  ended  September  30,  2002  was  approximately  14% of net sales.

     Selling  General  and  Administrative  Expenses.  Selling,  general  and
administrative  expenses  increased  from  $6,412  for  the  nine  months  ended
September 30, 2001 to $15,898 for the nine months ended September 30, 2002. This
increase  was  largely  due  to adding automobile expenses in the second half of
2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Since  inception  CCP  has  financed  its  operations  with  cash flow from
operations  and through the issuance of promissory notes and the private sale of
its  common  stock.

     Net  Cash  provided  by operating activities was $39,608 for the year ended
December  31,  2001  and  $58,221  for the year ended 2000. Net Cash provided by
operating  activities  was $19,593 for the nine month period ended September 30,
2002  and  $38,887  for  the  nine  month  period  ended  September  30,  2001.

     Cash  flows  used  by  financing  activities  of $34,675 for the year ended
December  31,  2001 consisted of distributions to shareholder, David R. Allison.
Cash  flows  used  by  financing activities of $30,450 for the nine month period
ended  September  30,  2001  consisted of distributions to shareholder, David R.
Allison.  Cash  flows used by financing activities of $10,250 for the nine month
period  ended  September  30,  2002  consisted  of  $19,450  distributions  to
shareholder,  David  R.  Allison,  net of $9,150 raised from sale of new shares.

     Further,  from November 2002 to January, 2003, CCP sold 1,945,000 shares of
its  common  stock  at  $.10 per share for a total of $194,500. The sales were a
private  transaction  and  a  private placement memorandum was provided to these
investors.

     As  of  September  30,  2002,  CCP  had  $14,248  of  cash.

     CCP  requires  additional  capital of approximately $4,500,000 to begin the
manufacture  of  polyethylene  foam.  CCP will seek to sell additional equity or
debt  securities.  The sale of additional equity or debt securities could result

                                        9
<PAGE>

in  additional  dilution  to  CCP's stockholders. There can be no assurance that
financing will be available in amounts or on terms acceptable to CCP, if at all.
CCP  has  no  material  commitments  for  capital  expenditures.

                                 DIVIDEND POLICY

     We  have never declared or paid any cash dividends on our common stock.  We
anticipate  that  any earnings will be retained for development and expansion of
our  business  and  we  do  not  anticipate  paying  any  cash  dividends in the
foreseeable  future.  Our  board  of  directors  has sole discretion to pay cash
dividends  based  on  our  financial  condition,  results of operations, capital
requirements,  contractual  obligations  and  other  relevant  factors.

                             DESCRIPTION OF BUSINESS

     CCP  Worldwide, Inc. ("CCP") was incorporated under the laws of Delaware on
September  23,  2002.  Our  current  operations are conducted through our wholly
owned  subsidiary  Custom  Craft  Packaging,  Inc.  ("Custom  Craft"), which was
incorporated  under  the  laws  of North Carolina on July 28, 1993.  Since 1993,
Custom  Craft  has  been  a  broker  in  the  packaging  business.  Custom Craft
primarily  brokers  corrugated boxes and foam packaging for the manufacturers of
industrial and consumer products.  Custom Craft seeks to find the best packaging
product  at the best price for its customers.  Neither CCP nor Custom Craft have
any  manufacturing  experience.

     CCP  plans  to  manufacture  cross-linked  polyethylene  foam. Cross-linked
polyethylene  is  a  plastic product that has a very tight cell structure and is
nonporous.  Cross-linked polyethylene is thermoformable and compression moldable
which  allows  it  considerable  versatility  in  its  end  use  applications.
Cross-linked  polyethylene  may  be laminated by either heat or adhesives, which
provides  additional  applications  based  on  size  and  intricacies  of  form.
Applications  for  cross-linked  polyethylene  include  toys,  automotive parts,
shoes,  flotation  devices, and other consumer, medical and industrial products.

     The cross-linked polyethylene foam density ranges from 1.5 pounds per cubic
foot  to 8 pounds per cubic foot. CCP believes that cross-linked polyethylene is
non-abrasive,  aesthetically  pleasing  and  has  more  user  applications  than
standard  polyethylene.  Cross-linked polyethylene is plastic-like in appearance
due to its very tight construction of miniature cells. Cross-linked polyethylene
can  be  cut  and shaped into many different forms for a multitude of uses, thus
increasing  its  market  potential.

     The  raw  cross-linked  polyethylene  foam  product, as it comes out of the
mold, is approximately 96" long, 30" wide and 4" deep and is called a "bun". The
outside  of  this  finished foam product has a self-generated tight skin that is
generally  removed  after  purchase, leaving the durable foam. CCP believes that
other  suppliers of this product produce a skin that is uneven and has low spots
throughout  the  length of the bun. As a result, foam is wasted when cutting off
the uneven skin. CCP believes that its planned production process will allow our
foam  to maintain an even surface throughout, therefore providing the fabricator
with  more  useable  foam  per  bun.

                                       10
<PAGE>

     CCP believes that cross-linked polyethylene foam has higher end performance
characteristics  than standard polyethylene foam.  These characteristics consist
of  higher  compression strength, better creep factors (performance over use and
time),  no  off-gassing  of  hydrochlorofluorocarbons  and no isobutane residue.
Many  end  use  applications  require  some  or  all  of  these characteristics.

     The  potential  market  for  CCP  foam  products  are  fabricators  and
distributors.  Fabricators  physically  convert  foams  into  end  use products,
whereas  distributors often play a significant role in the material distribution
chain. Since distributors carry inventory and can provide products in short lead
times  and  in  less  than  truckload  quantities  many  fabricators  rely  on
distributors  for  foam  materials.

     The  following industries and industry categories are the primary end users
of  cross-linked  polyethylene:

<TABLE>
<CAPTION>
<S>                                          <C>
-  Automotive Cushion and Component Parts    - Gaskets, Water Sport Floatation Devices
-  Shoes  (Soles  and  Insoles)              -  Consumer  and  Novelty  Products
-  Furniture  Padding                        -  Wrestling  Mats
-  Athletic  Products                        -  Astro  Turf  Pads
-  Packaging                                 -  Industrial  and  Medical  Uses
</TABLE>

     CCP expects to produce high quality cross-linked foam with superior quality
characteristics  that will allow CCP to replace low-end packaging foams and more
expensive  rubber  products  that  have  been  used  by fabricators in the past.

     CCP  believes that the highest quality cross-linked polyethylene recognized
worldwide is manufactured utilizing equipment developed by an Australian company
called  Thermoplastic  Foam  Industries Pty Ltd. ("TFI").  TFI has facilities in
West  Gosford,  Australia.  CCP  intends  to  purchase  equipment  and technical
expertise  directly from TFI, or from a company with similar expertise.  CCP has
no agreement with TFI or any other company to obtain the equipment and expertise
that  CCP  needs  to  begin  manufacturing  cross-linked  polyethylene.

     CCP  must raise an additional $4,500,000 for equipment, working capital and
related  costs  to begin the manufacture of cross-linked polyethylene.  CCP will
seek  to borrow funds through a bank, guaranteed by the United States Department
of Agriculture (USDA) Rural Development program.  This program is a business and
industrial  loan  guarantee  program  administrated  by  the  Rural  Business
Cooperative  Service  of  the  USDA's  Rural  Development.

     In  addition  to  seeking  a  bank  loan, CCP intends to apply for economic
grants  and  incentives  from  state,  regional,  and  local agencies.  CCP also
intends  to  execute  a  secondary stock offering to raise $1,500,000 dollars as
part  of  the  $4,500,000  needed  for  the  project.

                                       11
<PAGE>

COMPETITION

     Below  is  a  summary  of  the  larger  foam  manufacturers  that  would be
considered competitors of CCP and their estimated market share.  There are three
manufacturers  in  the  U.S.  and two internationally that represent most of the
industry  supply.

                                    Estimated %      Estimated
   Company          Locations       of Bun Market    Annual Sales
   -------          ---------       --------------   -------------
    Celect     St. Johnsville, NY         24%         $13 million
               Richfield Springs, NY

    Voltek     Lawrence, MA               45%         $100 million
               Coldwater, MI

    Zote Foam  England                    18%         $10 million

    Toilon     Ontario, CA                 4%         $3 million

   Youngbow    Korea                       9%         $5 million

     Another  significant  market  is  the  ethylene  vinyl  acetate-enhanced
cross-linked  poly-ethylene  market.

                    Manufacturers of Ethylene Vinyl Acetate
                     Enhanced Cross-Linked Polyethylene Bun
                    ---------------------------------------
                                              Estimated
                    Company     Locations     Annual Sales
                    -------     ---------     -------------
                    Rubatex     Bedford, VA    $25  million

                    Monarch     Baltimore, MD  $12  million

     CCP  will initially seek business east of the Mississippi River with future
expansion  to  the  West  Coast,  Canada,  and  Mexico.

     We  will  market  CCP's  products  by  the  following:

          -    CCP  internet  web  site

          -    Professional  literature

          -    Attend  and  solicit  at  industry  seminars  and  trade meetings

          -    Form  customer  alliances

     CCP believes that five producers control the cross-linked polyethylene foam
industry.  Consequently,  CCP  believes that this limited competition allows the
current  producers to charge a premium for their cross-linked polyethylene foam.

                                       12
<PAGE>

PRODUCTION

     CCP's  goal  is to pre-sell 70% of the plant's production capacity prior to
the  startup  of  manufacturing  operations.

LABOR  FORCE  AND  EMPLOYEES

     CCP  is  planning  to  locate  in rural North Carolina in an area that will
provide  a  readily  available  labor  force.

     CCP  plans to have 25 hourly employees and 10 salaried employees by the end
of  the first year of operations.  The range of pay for hourly employees will be
from  $8.00  per hour to $11.00 per hour.  The range for salaried employees will
be  from  $22,000  per  year  to  $75,000  per  year.

SUPPLIER

     CCP  plans  to  purchase  supplies,  including  polyethylene resin, for the
production  and  manufacture  of cross-linked polyethylene foam buns.  The major
supplies  may  be  purchased  from  the  companies  listed  below:

               Supplier                       Location
               --------                       --------
               1.    Dow  Chemical            Midland,  MI
               2.    Van  Waters & Rogers     Greensboro,  NC
               3.    Witco                    Greenwich,  CT
               4.    Exxon  Chemical Company  Houston,  TX

COST  OF  EQUIPMENT

     CCP  plans to purchase machinery and technology to build a state of the art
cross-linked  polyethylene  foam  manufacturing  facility.  The  following is an
estimate  of  the  planned  purchases:

<TABLE>
<CAPTION>
<S>                                                                                         <C>
Description                                                                                 Estimated Cost
-----------                                                                                 --------------
Equipment  -  Proposed  purchase  from  TFI  or  similar  company
 1  Mixer  (heats  and  mixes  resins  and  chemicals)
 1  Mill  (levels  and  flattens  chemical  mix  into  sheets)
 2  x  Stage  1  Presses  (first chemical expansion using heat and blowing agent)
 6  x  Stage  2  Presses  (further expansion (greater dwell time over first stage press))
 2  Sets  of  Molds  (forms  the  block (or bun) sizes; two sizes: 4" x 48" x 96"
                    and  4"  x  54"  x  108")
 Large  Mixer  for  FR  Grades  (fire  retardant  requires  special  mixer)
 Heavy  Duty  Molds  for  4,  6  &  8  lb.  Product
      Estimated  Cost. . . . .  . . . . . . . . . . . . . . . . . . . . . . . . .. . .. .  $  2,540,000
</TABLE>
                                       13
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                         <C>
Description                                                                                 Estimated Cost
-----------                                                                                 --------------
Equipment  -  Proposed  purchase  from  U.S.  sources
  1  Steam  Boiler  300  h.p.  (horse  power)  (used  for  heating  chemical)
  1  Cooling  Tower  200  h.p.  (cools  water  from  boiler)
  1  Air  Receiver  200  cubic  feet/second  (exchanges  air  in  cooling  tower)
  1  Air  Compressor-  150  cubic  feet/minute  capacity
  1  Oil  Heater  and  Cooler  (heats  oil  used  for  mixer  and  presses)
  Block  Washing  Equipment  (washes  mold  release  agent  and  grim  from  buns)
  Laboratory  Equipment  (quality  control  equipment)
  Dewatering  Tank  60  cubic  feet  (cleans  water)
  2  Fork  Trucks
  2  Weight  Scales
  various  tools,  scales  and  product  cleaning  equipment
   Estimated  Cost. . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . .        380,000

Office  Equipment  and  Computers
  (includes  integrated  computer  system  and  software;  phone  system;  office
  furniture  and  fixtures,  etc.)
    Estimated  Cost. . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . . . . .         80,000

Facility  and  Other  Estimated  Costs
  Upfitting  and  manufacturing  facility  preparation (includes wiring, plumbing,
  racks,  dock  preparation,  etc.)
   Estimated  Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        150,000


Total  Estimated  Working  Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,350,000
                                                                                            -----------
TOTAL  ESTIMATED  COST  FOR  PROJECT. . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 4,500,000

</TABLE>

PROPERTY  AND  FACILITIES

     The  plant  will  be  modeled  after  the  cross-linked  polyethylene  foam
manufacturing  facilities  of  TFI  already in operation in Australia.  CCP will
seek  to  send  key  employees  to  train  in TFI plant facilities (or a similar
manufacturing  facility)  for  4-6  weeks  prior to start up of operations.  CCP
currently  has no agreement with TFI to train CCP employees or to have access to
TFI's  facilities.

     CCP  owns  no  property.  CCP  office  is located at 6040-A Six Forks Road,
Suite  179,  Raleigh,  North  Carolina  27609.

INTELLECTUAL  PROPERTY

     CCP  has  no  intellectual  property.

                                       14
<PAGE>

                         DIRECTORS, EXECUTIVE OFFICERS,
                          PROMOTERS AND CONTROL PERSONS

DIRECTORS  AND  OFFICERS

     The following are CCP's directors and executive officers.  The terms of all
directors expire at the next annual meeting of shareholders and upon election of
their  successors.  The  terms of all officers expire at the next annual meeting
of  the  board  of  directors  and  upon  the election of the successors of such
officers.

          Name                 Age                       Position
          ----                 ---                       --------
  David  R.  Allison           54   President, CFO, and Chairman of the Board of
                                    Directors

  Francis  Ray  Provencher     60   Secretary  and  Director

  Thomas  R.  Shute            63   Director

     DAVID  R.  ALLISON  has  been  President,  CFO and Chairman of the Board of
Directors  since  September,  2002.  Mr. Allison founded Custom Craft Packaging,
Inc.  in  1993,  CCP's  operating subsidiary.  Mr. Allison was the president and
Chairman  of  the  Board  of  Directors of Custom Craft up until the time it was
acquired  by  CCP.  From  September,  1999 to July 2000 he was vice president of
sales  for  CompuPrint,  Inc.,  a  publicly reporting company as of 2002, and is
currently  the  president,  CFO  and  Chairman  of  the  Board  of  Directors of
CompuPrint,  Inc.  From  1985 to 1993, Mr. Allison was the founder and president
of  Com-Tech  Packaging,  Inc.,  its  business  included  packaging  and  foam
manufacturing.  Mr.  Allison graduated from the University of Denver with a B.S.
degree  in  Business  Administration  in  1971.

     FRANCIS  "RAY"  PROVENCHER  has  been  the  treasurer  and a director since
September,  2002.  Since  1994,  Mr. Provencher has been the treasurer of Custom
Craft  Packaging,  Inc.  Since 1992, Mr. Provencher has been self-employed as an
accountant. From 1988 to 1992 he was the controller for J&G Truck Brokers, Inc.,
a freight brokerage in Wake Forest, North Carolina. From 1984 to 1988 he was the
controller for Geobased Systems, Inc., a computer software developer in Research
Triangle Park, North Carolina. From 1982 to 1984 he was an accounting instructor
at Hardbarger Junior College in Raleigh, North Carolina. Mr. Provencher attended
North  Carolina  State  University  from 1975 to 1980 and studied accounting. He
earned  his  Public  Accountant's  Certificate  in  1981.

     THOMAS R. SHUTE has been a director since September, 2002. From 1992 to the
present, Mr. Shute has been president of Thomas R. Shute, Inc., and engaged as a
network  and  computer  mainframe  consultant. From 1965 to 1992, Mr. Shute held
various positions with IBM. During Mr. Shute's last position with IBM, from 1986
to 1992, he was responsible for building a consulting program for voice and data
integration.  Mr.  Shute earned his B.S. Degree in Chemical Engineering from the
University of New Hampshire in 1965. Mr. Shute attended the IBM Systems Research
Institute  in  1971.

                                       15
<PAGE>
                             EXECUTIVE COMPENSATION

     The  following  executive compensation disclosure reflects all compensation
awarded to, earned by or paid to the Named Executive Officers, as defined below,
for  the  fiscal  years  ended  December 31, 2002, 2001 and 2000.  Note that CCP
Worldwide  was  incorporated  on  September  23,  2002,  therefore, there was no
compensation  to  any  executive  officers  in  2000,  nor  was  there  any such
compensation  in  2001.  The  named  executive  officers  (the  "Named Executive
Officers")  are  CCP  Worldwide, Inc.'s Chief Executive Officer, Chief Operating
Officer and Secretary and the other executive officers of CCP Worldwide who each
received  in excess of $100,000 in total annual salary and bonus for fiscal year
2002.  Compensation  is  shown  in  the  following  table:

                           Summary Compensation Table

                                                        Annual Compensation
                                                    ----------------------------
                                    Fiscal                         Other Annual
    Name and Principal Position     Year     Salary ($)         Compensation ($)
    ---------------------------  --------- -------------   ---------------------

    David  R.  Allison            2002           0                  0
    President, CFO, Chairman      2001           0                  0
    of the Board of Directors     2001           0                  0

    Francis  Ray  Provencher      2002           0                  0
        Secretary, Director       2001           0                  0
                                  2000           0                  0


    Thomas  R.  Shute             2002           0                  0
    Director                      2001           0                  0
                                  2000           0                  0


STOCK  OPTION  GRANTS

     There  were no individual grants of stock options to any Executive Officers
during  the  fiscal  years  ended  December  31,  2002,  2001  or  2000.

2002  STOCK  OPTION  PLAN

     We  adopted  our  2002  Stock  Option Plan on September 23, 2002.  The plan
provides  for  the  grant  of  options  intended  to qualify as "incentive stock
options",  options  that  are  not intended to so qualify or "nonstatutory stock
options"  and  stock  appreciation rights.  The total number of shares of common
stock  reserved for issuance under the plan is 500,000, subject to adjustment in
the  event of a stock split, stock dividend, recapitalization or similar capital
change, plus an indeterminate number of shares of common stock issuable upon the
exercise  of  "reload  options"  described  below.  We  have not yet granted any
options  or  stock  appreciation  rights  under  the  plan.

                                       16
<PAGE>

     The plan is presently administered by our board of directors, which selects
the  eligible persons to whom options shall be granted, determines the number of
common  shares  subject  to  each  option,  the  exercise price therefor and the
periods  during  which options are exercisable, interprets the provisions of the
plan  and,  subject  to  certain  limitations,  may amend the plan.  Each option
granted  under the plan shall be evidenced by a written agreement between us and
the  optionee.

     Options  may be granted to our employees (including officers) and directors
and  certain  of  our  consultants  and  advisors.

     The  exercise  price for incentive stock options granted under the plan may
not  be  less  than  the  fair  market value of the common stock on the date the
option  is  granted,  except  for options granted to 10% stockholders which must
have  an  exercise  price  of not less than 110% of the fair market value of the
common  stock  on  the  date  the  option  is  granted.  The  exercise price for
nonstatutory  stock  options  is determined by the board of directors. Incentive
stock  options  granted  under the plan have a maximum term of ten years, except
for  10%  stockholders who are subject to a maximum term of five years. The term
of  nonstatutory  stock options is determined by the board of directors. Options
granted  under  the  plan  are  not transferable, except by will and the laws of
descent  and  distribution.

     The  board  of directors may grant options with a reload feature. Optionees
granted  a  reload  feature shall receive, contemporaneously with the payment of
the  option  price  in  common  stock, a right to purchase that number of common
shares  equal  to  the  sum  of (i) the number of shares of common stock used to
exercise  the  option,  and (ii) with respect to nonstatutory stock options, the
number of shares of common stock used to satisfy any tax withholding requirement
incident  to  the  exercise  of  such  nonstatutory  stock  option.

     Also,  the  plan  allows the board of directors to award to an optionee for
each  share  of  common  stock  covered  by an option, a related alternate stock
appreciation  right,  permitting the optionee to be paid the appreciation on the
option  in  lieu  of  exercising  the  option. The amount of payment to which an
optionee  shall  be  entitled upon the exercise of each stock appreciation right
shall be the amount, if any, by which the fair market value of a share of common
stock  on  the exercise date exceeds the exercise price per share of the option.

LIMITATION  ON  LIABILITY  AND  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Our  Certificate  of  Incorporation  eliminates  the  personal liability of
directors  to  us  and  our  stockholders  for  monetary  damages  for breach of
fiduciary  duty  as a director to the fullest extent permitted by Section 102 of
the  Delaware  General  Corporation  Law, provided that this provision shall not
eliminate  or  limit  the  liability  of  a  director:

     (i)  for  any  breach  of  the  director's  duty  of  loyalty  to us or our
          stockholders;

     (ii) for  acts  or omissions not in good faith or which involve intentional
          misconduct  or  a  knowing  violation  of  law;

     (iii)  arising  under  Section  174 of the Delaware General Corporation Law
          (with  respect  to  unlawful  dividend  payments  and  unlawful  stock
          purchases  or  redemptions);  or

                                       17
<PAGE>

     (iv) for  any  transaction  from  which  the  director  derived an improper
          personal  benefit.

     Additionally,  we have included in our Certificate of Incorporation and our
Bylaws provisions to indemnify our directors, officers, employees and agents and
to  purchase  insurance with respect to liability arising out of the performance
of  their  duties  as  directors, officers, employees and agents as permitted by
Section  145  of  the  Delaware  General  Corporation Law.  The Delaware General
Corporation  Law  provides  further  that  indemnification  shall  not be deemed
exclusive  of  any  other rights to which the directors, officers, employees and
agents  may  be  entitled  under  a  company's  bylaws,  any  agreement, vote of
stockholders  or  otherwise.

     The  effect  of  the foregoing is to require us, to the extent permitted by
law,  to  indemnify  our officers, directors, employees and agents for any claim
arising  against  such persons in their official capacities if such person acted
in  good  faith  and  in  a  manner  that he reasonably believed to be in or not
opposed  to  our  best  interests,  and,  with respect to any criminal action or
proceeding,  had  no  reasonable  cause  to  believe  his  conduct was unlawful.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may  be permitted to directors, officers and controlling
persons  of  the  small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed  in  the  Act  and  is,  therefore,  unenforceable.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership  of  our common stock as of January 21, 2003.  The information in this
table  provides  the  ownership  information  for:

     a.   each  person known by us to be the beneficial owner of more than 5% of
          our  common  stock;
     b.   each  of  our  directors;
     c.   each  of  our  executive  officers;  and
     d.   our  executive  officers,  directors and director nominees as a group.

     Beneficial  ownership  has been determined in accordance with Rule 13d-3 of
the  1934  Exchange  Act and includes voting or investment power with respect to
the  shares.  Unless  otherwise  indicated, the persons named in the table below
have  sole  voting  and  investment  power  with respect to the number of shares
indicated  as  beneficially  owned by them.  Common stock beneficially owned and
percentage  ownership  are  based  on  4,995,000  shares outstanding.  There are
currently  no  outstanding  options  or  warrants  to purchase any common stock.

                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                        AMOUNT OF       PERCENT OF
                                                        COMMON STOCK    CLASS
  NAME AND ADDRESS OF BENEFICIAL    EXECUTIVE OFFICE    BENEFICIALLY    OF COMMON
       OWNER (1)                    HELD (IF ANY)       OWNED (2)       STOCK (3)
----------------------------------  ----------------    -------------  ------------
<S>                                <C>                   <C>            <C>
David R. Allison                    President and        3,000,000          60%
c/o CCP Worldwide, Inc.             Director
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609
All Executive Officers and
Directors as a Group (1person)                           3,000,000          60%
Kaplan Gottbetter & Levenson, LLP                           50,000          <1%
</TABLE>

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In  December,  2002,  CCP  loaned  David  R.  Allison,  CCP's President and
Chairman of the Board of Directors, $10,000, at 6% interest compounded annually,
for  a  term  of  one  year.  The  promissory note reflecting this loan is dated
December  19,  2002  and  is  due  December  19,  2003.

     In  September,  2002,  we  issued  50,000 shares of our common stock to KGL
Investments,  Ltd.,  the  beneficial  owner  of  which  is  Kaplan  Gottbetter &
Levenson,  LLP,  counsel  to CCP.  The shares were issued in exchange for $2,500
worth  of  legal  services  rendered.  The shares were valued at $.05 per share.

     We  believe  that  the  terms  of  the  above transactions are commercially
reasonable  and  no  less  favorable  to  us than we could have obtained from an
unaffiliated  third  party  on an arm's length basis. To the extent we may enter
into  any  agreements with related parties in the future, the board of directors
has  determined  that  such  agreements  must  be  on  similar  terms.

                            DESCRIPTION OF SECURITIES

     Our  authorized  capital  stock currently consists of 100,000,000 shares of
Common  Stock,  par  value  $0.001  per share, and 5,000,000 shares of preferred
stock,  par  value $0.0001 per share, the rights and preferences of which may be
established  from  time  to time by our Board of Directors.  There are 4,995,000
shares  of  our  common  stock issued and outstanding if the maximum offering is
sold, and no other securities, including without limitation any preferred stock,
convertible  securities,  options,  warrants,  promissory  notes  or  debentures
outstanding.

     The  description  of  our securities contained herein is a summary only and
may  be exclusive of certain information that may be important to you.  For more
complete  information,  you should read our Certificate of Incorporation and its
restatements,  together  with  our  corporate  bylaws.

                                       19
<PAGE>

COMMON  STOCK

     Holders of our common stock are entitled to one vote for each share held on
all  matters  submitted  to  a  vote  of stockholders and do not have cumulative
voting  rights.  Accordingly,  holders of a majority of the shares of our common
stock  entitled  to  vote  in  any  election  of  directors may elect all of the
directors  standing for election.  Subject to preferences that may be applicable
to  any shares of preferred stock outstanding at the time, holders of our common
stock are entitled to receive dividends ratably, if any, as may be declared from
time  to time by our board of directors out of funds legally available therefor.

     Upon  our liquidation, dissolution or winding up, the holders of our common
stock  are  entitled  to  receive  ratably,  our  net assets available after the
payment  of:

     a.   all  secured  liabilities, including any then outstanding secured debt
          securities  which  we  may  have  issued  as  of  such  time;
     b.   all  unsecured  liabilities,  including any then unsecured outstanding
          secured  debt securities which we may have issued as of such time; and
     c.   all  liquidation  preferences on any then outstanding preferred stock.

     Holders of our common stock have no preemptive, subscription, redemption or
conversion  rights,  and  there  are  no  redemption  or sinking fund provisions
applicable  to  the  common  stock.  The  rights,  preferences and privileges of
holders  of  common  stock are subject to, and may be adversely affected by, the
rights  of  the  holders of shares of any series of preferred stock which we may
designate  and  issue  in  the  future.

PREFERRED  STOCK

     Our board of directors is authorized, without further stockholder approval,
to  issue up to 5,000,000 shares of preferred stock in one or more series and to
fix  the  rights,  preferences,  privileges  and  restrictions  of these shares,
including dividend rights, conversion rights, voting rights, terms of redemption
and  liquidation  preferences,  and to fix the number of shares constituting any
series  and  the  designations  of  these  series.  These shares may have rights
senior to our common stock.  The issuance of preferred stock may have the effect
of  delaying or preventing a change in control of us.  The issuance of preferred
stock  could  decrease  the  amount  of  earnings  and  assets  available  for
distribution to the holders of common stock or could adversely affect the rights
and  powers,  including  voting  rights, of the holders of our common stock.  At
present,  we  have  no  plans  to  issue  any  shares  of  our  preferred stock.

DELAWARE  ANTI-TAKEOVER  LAW

     If we close an initial public offering of our securities, and become listed
on  a  national  stock  exchange  or  the NASDAQ Stock Market or have a class of
voting  stock  held by more than 2000 record holders, we will be governed by the
provisions  of  Section  203  of  the  General  Corporation Law of Delaware.  In
general,  such  law  prohibits  a Delaware public corporation from engaging in a
"business  combination"  with  an "interested stockholder" for a period of three

                                       20
<PAGE>

years after the date of the transaction in which the person became an interested
stockholder,  unless  it  is  approved  in  a  prescribed  manner.

     As  a  result  of  Section  203 of the General Corporation Law of Delaware,
potential  acquirers  may  be  discouraged from attempting to effect acquisition
transactions  with  us,  thereby possibly depriving holders of our securities of
certain  opportunities  to  sell  or  otherwise  dispose  of  such securities at
above-market  prices  pursuant  to  such  transactions.

REPORTS  TO  STOCKHOLDERS

     We  intend  to  furnish  our  stockholders  with  annual reports containing
audited  financial  statements as soon as practical after the end of each fiscal
year.  Our  fiscal  year  ends  December  31.

TRANSFER  AGENT

     We  have  appointed  Continental Stock Transfer & Trust Company, 17 Battery
Place,  8th  Floor,  New  York,  New York 10004 as transfer agent for our common
stock.

                              SELLING STOCKHOLDERS

     All  of the shares of CCP common stock offered under this prospectus may be
sold  by  the  holders.  We  will  not receive any of the proceeds from sales of
shares  offered  under  this  prospectus.

     All  costs,  expenses  and  fees in connection with the registration of the
selling  stockholders' shares will be borne by us. All brokerage commissions, if
any, attributable to the sale of shares by selling stockholders will be borne by
such  holders.

     The  selling  stockholders  are offering a total of 1,995,000 shares of CCP
common  stock.  The  selling stockholders are not, nor are they affiliated with,
broker  dealers.  The  following  table  sets  forth:

     a.   the  name  of  each  person  who  is  a  selling  stockholder;

     b.   the number of securities owned by each such person at the time of this
          offering;  and

     c.   the  number  of  shares of common stock such person will own after the
          completion  of  this  offering.

     The  column  "Shares  Owned After the Offering" gives effect to the sale of
all  the  shares  of  common  stock  being  offered  by  this  prospectus.

<TABLE>
<CAPTION>

                                      NUMBER OF  SHARES OWNED PRIOR TO   SHARES OWNED AFTER THE
                                       SHARES       THE OFFERING               OFFERING
 SELLING STOCKHOLDER                  OFFERED     NUMBER    PERCENTAGE   NUMBER      PERCENTAGE

<S>                                  <C>        <C>         <C>          <C>          <C>
Anderson, Dennis                        10,000     10,000       *          -0-          -0-
</TABLE>

                                       21
<PAGE>
<TABLE>
<CAPTION>
                                      NUMBER OF  SHARES OWNED PRIOR TO   SHARES OWNED AFTER THE
                                       SHARES       THE OFFERING               OFFERING
 SELLING STOCKHOLDER                  OFFERED     NUMBER    PERCENTAGE   NUMBER      PERCENTAGE

<S>                                  <C>        <C>         <C>          <C>          <C>
Bamby Investments S.A. (1)             150,000    150,000       3%         -0-          -0-

Barker IV, Jetter A.                     5,000      5,000       *          -0-          -0-

Barker, Elenora                          3,500      3,500       *          -0-          -0-

Barnes, Alicia G.                       10,000     10,000       *          -0-          -0-

Callanan, Victoria                      10,000     10,000       *          -0-          -0-

Causey III, James                       10,000     10,000       *          -0-          -0-

Christen, Thomas                       150,000    150,000       3%         -0-          -0-

Conklin, William                        10,000     10,000       *          -0-          -0-

Crystal Overseas Trading Inc. (2)      150,000    150,000       3%         -0-          -0-

Curchod, Roger                          10,000     10,000       *          -0-          -0-

Eikenberry, Erik                        10,000     10,000       *          -0-          -0-

Fahlberg, John                          12,500     12,500       *          -0-          -0-

Handschin, Kurt                         10,000     10,000       *          -0-          -0-

Harlow, Carlton                         10,000     10,000       *          -0-          -0-

Harlow, Claude                           5,000      5,000       *          -0-          -0-

Harlow, Julia                            5,000      5,000       *          -0-          -0-

Ignacio, Dara S.                        10,000     10,000       *          -0-          -0-

KGL Investments, Ltd. (3)               50,000     50,000       *          -0-          -0-

Lane, Jr., Ollen                        10,000     10,000       *          -0-          -0-

Ledford, Donald                         15,000     15,000       *          -0-          -0-

Lee, Judith                              5,000      5,000       *          -0-          -0-

Lupercio, Janet                         10,000     10,000       *          -0-          -0-

MacDonald, Gina                         10,000     10,000       *          -0-          -0-

McDowell, Scott                         25,000     25,000       *          -0-          -0-

Ming Capital Enterprises, Inc. (4)     150,000    150,000      3%          -0-          -0-

Murphy, Michael W.                      10,000     10,000      *           -0-          -0-

Noyola, Nelson                          10,000     10,000      *           -0-          -0-

Parker, Lisa                            10,000     10,000      *           -0-          -0-
</TABLE>

                                       22
<PAGE>
<TABLE>
<CAPTION>
                                      NUMBER OF  SHARES OWNED PRIOR TO   SHARES OWNED AFTER THE
                                       SHARES       THE OFFERING               OFFERING
 SELLING STOCKHOLDER                  OFFERED     NUMBER    PERCENTAGE   NUMBER      PERCENTAGE

<S>                                  <C>        <C>         <C>          <C>          <C>
Partner Marketing AG (5)               150,000    150,000      3%          -0-          -0-

Private Investment Company Ltd. (6)    150,000    150,000      3%          -0-          -0-

Reginato, Travis                        10,000     10,000      *           -0-          -0-

Russenberger, Christian                 10,000     10,000      *           -0-          -0-

Schopper, Hans                         150,000    150,000      3%          -0-          -0-

Seloz Gestion & Finance SA (7)         150,000    150,000      3%          -0-          -0-

Shute, Thomas R.                        10,000     10,000      *           -0-          -0-

Smitherman, Jr., James                  12,000     12,000      *           -0-          -0-

Smitherman, Susan                       12,000     12,000      *           -0-          -0-

Syrah Invest Corp. (8)                 150,000    150,000      3%          -0-          -0-

Terraco Holding SA (9)                 150,000    150,000      3%          -0-          -0-

Turf Holding Inc. (10)                 150,000    150,000      3%          -0-          -0-

Watson, Charles                          5,000      5,000      *           -0-          -0-

Total                                1,995,000  1,995,000     100%         -0-          -0-

</TABLE>

*    Indicates  less  than  one  percent  of the total outstanding common stock.

(1)  The  beneficial  owner  of  Bamby  Investments  SA  is  Camille  Escher.

(2)  The  beneficial owner of Crystal Overseas Trading, Inc. is Daniele Cimmino.

(3)  The  beneficial  owners of KGL Investments, Ltd. are Steven M. Kaplan, Adam
     S.  Gottbetter and Paul R. Levenson (all of whom are the partners of Kaplan
     Gottbetter  &  Levenson,  LLP,  our  legal  counsel).

(4)  The  beneficial  owner  of  Ming  Capital  Enterprises, Ltd. is U.K. Menon.

(5)  The  beneficial  owner  of  Partner  Marketing  AG  is  Karl  Volger.

(6)  The beneficial owner of Private Investment Company Ltd. is Martin Christen.

(7)  The  beneficial  owner  of  Seloz  Gestion  &  Finance S.A. is Rene Belser.

(8)  The beneficial owner of Syrah Investment Corporation is Engelbert Schreiber
     jun.

(9)  The  beneficial  owner  of  Terraco  Holding  SA  is  Dagmar  Papenberg.

(10) The  beneficial  owner  of  Turf  Holding  is  Vijendran  Poniah.

                                       23
<PAGE>

                              PLAN OF DISTRIBUTION

     The  selling  stockholders may, from time to time, sell any or all of their
shares  of common stock covered by this prospectus on any stock exchange, market
or  trading  facility  on  which  the  shares  are  then  traded  or  in private
transactions  at  a  price  of $.10 per share until our shares are quoted on the
Over-the-Counter  Bulletin  Board  ("OTCBB") and thereafter at prevailing market
prices  or  privately  negotiated  prices.  We  will pay the expense incurred to
register  the  shares  being offered by the selling stockholders for resale, but
the  selling  stockholders  will  pay  any  underwriting discounts and brokerage
commissions  associated  with these sales.  The commission or discount which may
be  received  by  any  member of the National Association of Securities Dealers,
Inc.  in  connection  with these sales will not be greater than 8%.  The selling
stockholders  may  use  any  one  or  more of the following methods when selling
shares:

     a.   ordinary  brokerage  transactions  and  transactions  in  which  the
          broker-dealer  solicits  purchasers;

     b.   block  trades  in  which  the  broker-dealer  will attempt to sell the
          shares  as agent but may position and resell a portion of the block as
          principal  to  facilitate  the  transaction;

     c.   purchases  by  a  broker-dealer  as  principal  and  resale  by  the
          broker-dealer  for  its  account;

     d.   privately  negotiated  transactions;  and

     e.   a  combination  of  any  such  methods  of  sale.

     In  addition,  any  shares that qualify for sale under Rule 144 may be sold
under  Rule  144  rather  that  through  this  prospectus.

     In offering the shares covered by this prospectus, the selling stockholders
and  any  broker-dealers  who  execute sales for the selling stockholders may be
deemed  to  be  an  "underwriter"  within  the  meaning of the Securities Act in
connection with such sales. Any profits realized by the selling stockholders and
the compensation of any broker-dealer may be deemed to be underwriting discounts
and  commissions.  None  of  the  selling  shareholders  are  broker-dealers  or
affiliates  of  broker  dealers. There are no standby arrangements or agreements
with any broker-dealers or underwriting firms to resell on behalf of the selling
shareholders.

     Selling  shareholders  may  sell  their shares in all 50 states in the U.S.
Further,  CCP  will  be  profiled  in  the  Standard  &  Poor's  publications or
"manuals".  The  Standard  &  Poor's  manuals  are  widely  subscribed  to  by
broker/dealers, market makers, institutional investors, university libraries and
public  libraries.  A  company that is profiled in the Standard & Poor's manuals
obtains  a  "manual"  exemption  from state securities regulations for secondary
trading purposes in the thirty-five states where there is a provision for manual
exemption.

     We  have  advised the selling stockholders that while they are engaged in a
distribution  of  the  shares  included  in this prospectus they are required to
comply  with Regulation M promulgated under the Securities Exchange Act of 1934,
as  amended.  With  certain  exceptions,  Regulation  M  precludes  the  selling
stockholders,  any  affiliated purchasers, and any broker-dealer or other person

                                       24
<PAGE>

who  participates  in  the  distribution  from  bidding  for  or  purchasing, or
attempting to induce any person to bid for or purchase any security which is the
subject  of  the  distribution  until  the  entire  distribution  is  complete.
Regulation M also prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security. All of
the  foregoing  may  affect  the  marketability  of  the  shares offered in this
prospectus.

     This offering will terminate on the earlier of (i) the date that all shares
offered  by  this  prospectus  have  been sold by the selling shareholders, (ii)
twenty-four (24) months from the effective date of the Registration Statement on
Form  SB-2 that we have filed with the SEC, or (iii) the date all of the selling
shareholders  may sell all of the shares described herein without restriction by
the  volume  limitations  of  Rule  144(k)  of  the  Securities  Act.

                            MARKET FOR COMMON EQUITY

SHARES  ELIGIBLE  FOR  FUTURE  SALE

MARKET  INFORMATION

     There  is  no  public trading market on which CCP's Common Stock is traded.
CCP has engaged a broker/dealer to file a Form 211 with the National Association
of  Securities  Dealers ("NASD") in order to allow the quotation of CCP's common
stock  on  the  Over-the-Counter  Bulletin Board (OTCBB).  There is no assurance
that  our  common  stock  will  be  included  on  the  OTCBB.

     There  are  forty-three  (43)  record  holders  of  common  equity.

     There  are  no  outstanding  options or warrants to purchase, or securities
convertible  into,  common  equity  of  CCP.

     We  have outstanding 4,995,000 shares of our common stock. Of these shares,
1,995,000  shares  will  be  freely  tradable  without  restriction  under  the
Securities  Act  unless held by our "affiliates" as that term is defined in Rule
144  under  the  Securities  Act.  These shares will be eligible for sale in the
public  market,  subject  to  certain  volume  limitations and the expiration of
applicable  holding  periods  under  Rule  144  under  the  Securities  Act.
Non-affiliates  currently  hold 1,995,000 shares of our common stock, 40% of our
outstanding  shares. In general, under Rule 144 as currently in effect, a person
(or  persons  whose shares are aggregated) who has beneficially owned restricted
shares for at least one year (including the holding period of any prior owner or
affiliate)  would  be entitled to sell within any three-month period a number of
shares  that  does  not  exceed  the greater of (1) one percent of the number of
shares of common stock then outstanding or (2) the average weekly trading volume
of  the  common  stock  during the four calendar weeks preceding the filing of a
Form  144  with  respect  to such sale. Sales under Rule 144 are also subject to
certain  manner  of  sale  provisions  and  notice  requirements  and  to  the
availability of current public information about us. Under Rule 144(k), a person
who  is  not deemed to have been an affiliate of us at any time during the three
months  preceding  a sale, and who has beneficially owned the shares proposed to
be  sold for at least two years (including the holding period of any prior owner
except an affiliate), is entitled to sell such shares without complying with the

                                       25
<PAGE>

manner  of  sale,  public information, volume limitation or notice provisions of
Rule  144.

     We  can  offer no assurance that an active public market in our shares will
develop.  Future sales of substantial amounts of our shares in the public market
could  adversely  affect  market  prices  prevailing from time to time and could
impair  our  ability to raise capital through the sale of our equity securities.

                                LEGAL PROCEEDINGS

     We  do  not  believe  there are any pending or threatened legal proceedings
that,  if  adversely  determined,  would  have  a material adverse effect on us.

                                  LEGAL MATTERS

     Certain legal matters, including the legality of the issuance of the shares
of  common  stock  offered  herein, are being passed upon for us by our counsel,
Kaplan  Gottbetter  & Levenson, LLP, 630 Third Avenue, New York, New York 10017.

                                     EXPERTS

     The  financial  statements  of  CCP  Worldwide,  Inc.,  for  the year ended
December  31,  2001, have been included herein and in the registration statement
in  reliance  upon  the  report of Rogoff & Company, P.C., independent certified
public  accountants,  appearing elsewhere herein, and upon the authority of that
firm  as  experts  in  accountant  and  auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     We  have  not  previously  been  required  to  comply  with  the  reporting
requirements  of  the  Securities Exchange Act.  However, once this registration
statement  becomes  effective  we  will be required to file quarterly and annual
reports  and  other  information  with  the  Securities and Exchange Commission.

     We  have  filed  with  the  SEC  a  registration  statement on Form SB-2 to
register  the  securities  offered by this prospectus. The prospectus is part of
the  registration  statement,  and,  as  permitted  by the SEC's rules, does not
contain  all  of  the  information  in  the  registration  statement. For future
information  about  us and the securities offered under this prospectus, you may
refer to the registration statement and to the exhibits and schedules filed as a
part  of  the  registration statement. You can review the registration statement
and  its  exhibits  at  the  public  reference facility maintained by the SEC at
Judiciary  Plaza,  Room  1024,  450  Fifth Street, N.W., Washington, D.C. 20549.
Please  call  the  SEC  at  1-800-SEC-0330 for further information on the public
reference  room.  The registration statement is also available electronically on
the  World  Wide  Web  at  http://www.sec.gov.

                                       26
<PAGE>
                          INDEX TO FINANCIAL STATEMENTS

                       CCP Worldwide, Inc. and Subsidiary
<TABLE>
<CAPTION>

<S>                                                                                     <C>
Auditors'  Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     F-1

Consolidated  Balance  Sheets  of  December  31,  2001,  and  September 30, 2002
      (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     F-2

Consolidated  Income  Statements for the years ended December 31, 2001 and
      2000, and  the  nine  months  ended  September  30, 2002 and 2001
      (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      F-3

Consolidated  Statements of Cash Flows for the years ended December 31, 2001
      and 2000,  and  the  nine  months  ended  September  30, 2002, and 2001
      (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      F-4

Consolidated  Statement  of  Shareholders'  Equity as of and for the nine months
      ended  September  30,  2002  (unaudited) . . . . . . . . . . . . . . . . . ..      F-5

Notes  to  Consolidated  Financial  Statements. . . . . . . . . . . . . . . . . . .      F-6
</TABLE>

                                       27
<PAGE>


                     [Letterhead of Rogoff & Company, P.C.]





                          Independent Auditors' Report
                          ----------------------------


To  the  Board  of  Directors  and  Shareholders
CCP  Worldwide,  Inc.:

We  have  audited  the accompanying consolidated balance sheet of CCP Worldwide,
Inc. and subsidiary as of December 31, 2001, and the related consolidated income
statements,  statements  of cash flows and of shareholders' equity for the years
ended  December  31, 2001 and 2000.  These consolidated financial statements are
the  responsibility  of  the  Company's  management.  Our  responsibility  is to
express  an  opinion  on  these  consolidated  financial statements based on our
audit.

We  conducted  our  audit  in  accordance  with U.S. generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the consolidated financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence  supporting  the  amounts and disclosures in the consolidated 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  provides  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the financial position of CCP Worldwide, Inc.
and  subsidiary  at  December  31, 2001, and the results of their operations and
their  cash  flows  for the years ended December 31, 2001 and 2000 in conformity
with  U.S.  generally  accepted  accounting  principles.


/s/Rogoff  &  Company,  P.C.

New  York,  New  York
November  20,  2002

                                      F-1
<PAGE>
                       CCP WORLDWIDE, INC. and Subsidiary
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>


                                            September 30,
                                                2002       December 31,
                                             (Unaudited)       2001
                                            -------------  ------------
                           ASSETS
                           -------
<S>                                         <C>            <C>
Current assets:
   Cash                                     $     14,248   $     4,905
   Accounts receivable, net of allowance
   for doubtful accounts of $2,000                27,168        33,551
   Loan to shareholder                             4,117        15,100
                                             ------------  ------------
   Total current assets                           45,533        53,556
                                             ------------  ------------

Fixed assets:
   Office furniture and equipment                  1,525         1,525
   Accumulated depreciation                       (1,525)       (1,438)
                                             ------------  ------------
   Total fixed assets                                  -            87
                                             ------------  ------------
Total assets                                 $    45,533   $    53,643
                                             ============  ============



               LIABILITIES and SHAREHOLDERS' EQUITY
               ------------------------------------

Liabilities:
   Accounts payable                          $    34,676   $    54,788
                                             ------------  ------------

Shareholders' equity:
   Preferred stock, $0.0001 par value,
   5,000,000 shares authorized, no
   shares outstanding                                  -             -
   Common stock, $0.001 par value,
   100,000,000 shares authorized, 3,000,000
   and 3,141,500 shares outstanding                3,142         3,000
Additional paid in capital                        11,508             -
Retained earnings (deficit)                       (3,793)       (4,145)
                                             ------------  ------------
Total shareholders' equity                        10,857        (1,145)
                                             ------------  ------------

Total liabilities and shareholders' equity   $    45,533   $    53,643
                                             ============  ============

</TABLE>



See accompanying notes to financial statements.

                                      F-2
<PAGE>
                       CCP WORLDWIDE, INC. and Subsidiary

                         Consolidated Income Statements
<TABLE>
<CAPTION>

                                                                Nine Months Ended
                                                                   September 30,
                                     Years Ended December 31,     2002         2001
                                                             ------------ ------------
                                        2001        2000             (Unaudited)
                                     ----------  ----------
<S>                                  <C>         <C>         <C>           <C>
Net sales                            $  399,848  $  486,989  $    250,585  $  324,439
Cost of sales                           344,511     413,291       214,848     277,494
                                     ----------  ----------  ------------  ----------
   Gross margin                          55,337      73,698        35,737      46,945
                                     ----------  ----------  ------------  ----------

Selling, general and
   administrative expenses               21,656      13,807        15,898       6,412
Depreciation                                 55          95            87         -
                                     ----------  ----------  ------------  ----------
   Total expenses                        21,711      13,902        15,985       6,412
                                     ----------  ----------  ------------  ----------

Income before income
   taxes - historical                    33,626      59,796        19,752      40,533
                                     ----------  ----------  ------------  ----------

Proforma income taxes - current:
   Federal                                5,044       9,949         2,963       6,080
   State                                  2,320       4,126         1,363       2,797
                                     ----------  ----------  ------------  ----------
   Total proforma income taxes            7,364      14,075         4,326       8,877
                                     ----------  ----------  ------------  ----------

Net income - proforma                $   26,262  $   45,721  $     15,426  $   31,656
                                     ==========  ==========  ============  ==========


Weighted average common
   shares outstanding                 3,000,000   3,000,000     3,003,669   3,000,000
                                     ==========  ==========  ============  ==========
Income per common share - basic and
   fully diluted                     $    0.009  $    0.015  $      0.005  $    0.011
                                     ==========  ==========  ============  ==========

</TABLE>


See accompanying notes to financial statements.

                                      F-3
<PAGE>
                       CCP WORLDWIDE, INC. and Subsidiary

                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                               September 30,
                                                 Years Ended December 31,     2002         2001
                                                                         ------------ ------------
                                                    2001        2000             (Unaudited)
                                                 ----------  ----------           ---------
<S>                                             <C>          <C>         <C>           <C>
Cash flows from operating activities:
   Net Income - historical                       $   33,626  $  59,796   $    19,752   $   40,533
   Adjustments to reconcile net income to
   net cash provided by operating activities:
     Depreciation                                        55         95            87          -
     Common stock for services                            -          -         2,500          -
     Increase (decrease) in operating
     assets and liabilities:
     Accounts receivable                             13,059    (25,006)        6,383       19,724
     Other assets                                    (7,100)    (4,966)       10,983       (8,665)
     Accounts payable                                   (32)    28,302       (20,112)     (12,705)
                                                 ----------  ----------  ------------  ----------
     Net cash  provided by operating activities      39,608     58,221        19,593       38,887
                                                 ----------  ----------  ------------  ----------


Cash flows from financing activities:
   Distributions to shareholders                    (34,675)   (59,850)      (19,400)     (30,450)
   Common stock issued for cash                         -            -         9,150          -
                                                 ----------  ----------  ------------  ----------
   Net cash used by financing activities            (34,675)   (59,850)      (10,250)     (30,450)
                                                 ----------  ----------  ------------  ----------

 Net increase (decrease) in cash                      4,933     (1,629)        9,343        8,437
Cash - beginning of period                              (28)     1,601         4,905          (28)
                                                 ----------  ----------  ------------  ----------
Cash - end of period                             $    4,905  $     (28)  $    14,248   $    8,409
                                                 ==========  ==========  ============  ==========
</TABLE>

See accompanying notes to financial statements.

                                      F-4
<PAGE>
                       CCP WORLDWIDE, INC. and Subsidiary

                 Consolidated Statements of Shareholders' Equity
      (Information as of and for the nine months ended September 30, 2002 is
                                   unaudited)
<TABLE>
<CAPTION>

                                      Common Stock
                                      ------------  Additional
                                    Number            Paid-in    Retained
                                  of Shares  Amount   Capital    Earnings     Total
                                  ---------  -------  --------  ----------  ---------
<S>                               <C>        <C>      <C>       <C>         <C>
Balance, January 1, 2000          3,000,000  $ 3,000  $    -    $  (3,042)  $    (42)
   Net income - 2000 - historical      -          -        -       59,796     59,796
   Distributions to shareholder        -          -        -      (59,850)   (59,850)
                                  ---------  -------  --------  ----------  ---------
Balance, December 31, 2000        3,000,000    3,000       -       (3,096)       (96)
  Net income - 2001 - historical       -          -        -       33,626     33,626
  Distributions to shareholder         -          -        -      (34,675)   (34,675)
                                  ---------  -------  --------  ----------  ---------
Balance, December 31, 2001        3,000,000    3,000         -     (4,145)    (1,145)
  Net income, nine months ended        -
   September 30, 2002 - historical     -        -         -        19,752     19,752
  Distributions to shareholder         -        -         -       (19,400)   (19,400)
  Common stock issued for services   50,000       50     2,450        -        2,500
  Common stock issued for cash       91,500       92     9,058        -        9,150
                                  ---------  -------  --------  ----------  ---------
Balance, September 30, 2002       3,141,500  $ 3,142  $ 11,508  $  (3,793)  $ 10,857
                                  =========  =======  ========  ==========  =========
</TABLE>


See accompanying notes to financial statements.

                                      F-5
<PAGE>
                       CCP WORLDWIDE, INC. and Subsidiary
                   Notes to Consolidated Financial Statements
 (Information as of and for the nine months ended September 30, 2002 and 2001 is
                                   unaudited)


Note  A  -  Basis Of Presentation And Summary Of Significant Accounting Policies
--------------------------------------------------------------------------------

Business  Combination  and  Consolidation.
------------------------------------------
CCP  Worldwide,  Inc.  ("CCP")  was  incorporated  under the laws of Delaware on
September  23, 2002.  On that date it issued 3,000,000 shares of common stock to
David  R.  Allison in exchange for 100% of the outstanding stock of Custom Craft
Packaging, Inc. ("Custom Craft") owned by Mr. Allison.  The acquisition has been
accounted  for  at  historical  cost  as a combination of companies under common
control.  Retroactive  effect  has  been  given  to  the  combination  in  the
accompanying  financial  statements.

All  significant  intercompany transactions and balances have been eliminated in
consolidation.

Business  Activity.
-------------------
Since  1993,  Custom Craft has been a broker in the packaging business.  Between
September  23,  2002  and September 30, 2002 the only operations of CCP were the
incurrence  of  $2,500  expense  related  to  organization  costs.

Capital  Structure
------------------
The  authorized  capital  Stock  of CCP consists of 100,000,000 shares of common
stock,  par value $0.001 per share; and 5,000,000 shares of preferred stock, par
value  $0.0001  per share.  Three million (3,000,000) shares of CCP common stock
were  issued  for  all  of  the  equity  of  Custom Craft on September 23, 2002.

Revenue  Recognition
--------------------
Revenue  from  brokered  sales  of  packaging  materials is recognized when such
materials  are  delivered  by  the  supplier  to  the  customer.

Inventories.
------------
Inventories, if any, are valued at cost using the first-in first-out method.  In
the  normal course of its brokerage transactions, Custom Craft normally does not
take  possession  of  any  inventory.

Fixed  Assets.
--------------
Fixed  assets  consist of minor office equipment that is being depreciated using
the  straight-line  method  over  a  useful  life  of  three  years.

Income  Taxes.
--------------
During  the  reporting  periods  presented,  Custom  Craft  was  subject  to the
provisions  of  Subchapter  "S"  of  the  Internal Revenue Code, whereby the net
income  of  the  company  was  taxed  to the sole shareholder rather than to the
company.  As  a  result,  the historical financial statements of Custom Craft do
not  include  a  provision  for  corporate  income  taxes.  In  the accompanying
consolidated  financial  statements,  a  proforma provision for income taxes has
been  made  which  represents  the  taxes  that would have been provided had the
business  been  operated  as  a  Subchapter  "C"  corporation.

Earnings  Per  Share.
---------------------
Earnings per share is based on the weighted average number of shares outstanding
during  each  period  including  stock  equivalents  when dilutive, after giving
retroactive  effect to the exchange of CCP shares for Custom Craft shares, as if
the  CCP  shares  were  outstanding  for  all  periods.

                                      F-6
<PAGE>

                       CCP WORLDWIDE, INC. and Subsidiary
                   Notes to Consolidated Financial Statements
(Information as of and for the nine months ended September 30, 2002 and 2001 is
                                   unaudited)



Note  A - Basis Of Presentation And Summary Of Significant Accounting Policies -
--------------------------------------------------------------------------------
Continued
---------

Organization  Costs.
--------------------
Organization  costs  have  been  charged  to  expense  as  incurred.

Interim  Financial  Information.
--------------------------------
The  accompanying financial statements as of September 30, 2002 and for the nine
months  ended  September  30, 2002 and 2001 are unaudited but, in the opinion of
management,  reflect  all  adjustments  (consisting only of normal and recurring
adjustments)  necessary for a fair presentation in accordance with United States
generally accepted accounting principles.  Operating results for interim periods
are not necessarily indicative of annual operating results that may be achieved.

Use  of  Estimates
------------------
The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  certain  reported  amounts and disclosures.  Accordingly, actual results
could  differ  from  those  estimates.

Advertising  Costs
------------------
Advertising  costs  are  charged  to  expense  as  incurred.

Note  B  -  Concentration  of  Credit  Risk
-------------------------------------------
The  Company  places  its  cash at various banking institutions.  At times, such
amounts  might  be  in excess of the FDIC insurance limit.  The company performs
ongoing credit evaluations of its customers' financial condition and, generally,
requires  no  collateral  from  its  customers.

Note  C  -  Major  Customers
----------------------------
In 2000 Custom Craft had four customers that accounted for 46%, 11%, 10% and 10%
of  net sales.  In 2001 Custom Craft had three customers that accounted for 61%,
11% and 8% of net sales.  During the nine months ended September 30, 2001 Custom
Craft  had  three  customers  that  accounted  for 59%, 10% and 9% of net sales.
During the nine months ended September 30, 2002 Custom Craft had three customers
that  accounted  for  72%,  9%  and  7%  of  net  sales.

At  December 31, 2001 one customer accounted for 74% of accounts receivable.  At
September  30,  2002,  one  customer  accounted  for 90% of accounts receivable.

Note  D  -  Income  Taxes
-------------------------
The  company  has  no significant timing differences between book and tax income
and, accordingly, has not recorded any provision for deferred taxes.  During the
reporting  periods  presented,  Custom  Craft  was  subject to the provisions of
Subchapter  "S"  of  the  Internal  Revenue  Code, whereby the net income of the
company  was  taxed  to  the  sole shareholder rather than to the company.  As a
result,  the  historical  financial  statements of Custom Craft do not include a
provision  for  corporate  income  taxes.  In  the  accompanying  consolidated
financial  statements, a proforma provision for income taxes has been made which
represents  the  taxes  that  would  have  been  provided  had the business been
operated  as  a Subchapter "C" corporation.  All such provisions are for current
proforma  taxes  at  statutory  tax  rates.

                                      F-7
<PAGE>

                       CCP WORLDWIDE, INC. and Subsidiary
                   Notes to Consolidated Financial Statements
(Information as of and for the nine months ended September 30, 2002 and 2001 is
                                   unaudited)




Note  E  -  Capital  Transactions
---------------------------------
The initial issuance of 3,000,000 shares of common stock is described in Note A.
Also, in September 2002 CCP issued 50,000 shares of common stock in exchange for
consulting  services  valued  at  $2,500;  and 91,500 shares of common stock for
cash,  at  $0.10  per share, to seven individuals pursuant to a private offering
memorandum.

Note  F  -  Stock  Option  Plan
-------------------------------
The  company adopted its 2002 Stock Option Plan on September 23, 2002.  The plan
provides  for  the  grant  of  options  intended  to qualify as "incentive stock
options;"  options  that  are  not  intended to so qualify ("non-statutory stock
options");  and  stock  appreciation  rights.  The total number of shares of CCP
common  stock  reserved  for  issuance  under  the  plan  is 500,000, subject to
adjustment  in  the  event of a stock split, stock dividend, recapitalization or
similar  change;  plus  an  indeterminate  number  of  shares  issuable upon the
exercise  of  "reload  options".  No  options  have been granted under the plan.

Note  G  -  Comprehensive  Income
---------------------------------
The  company  has  no  components of comprehensive income other than net income.



                                      F-8
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM  24.   INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The Company's Certificate of Incorporation provides that the Company shall,
to the fullest extent permitted by Section 145 of the Delaware General Corporate
Law  ("DGCL"),  as  amended  from  time  to  time,  indemnify  its  officers and
directors.

     Section  145  of  the  DGCL  permits  a  corporation,  under  specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses  (including  attorney's  fees),  judgments,  fines  and amounts paid in
settlement  actually  and  reasonably  incurred  by  them in connection with any
action,  suit  or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such  directors,  officers,  employees  or  agents  acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the  corporation  and, with respect to any criminal action or proceeding, had no
reason  to believe their conduct was unlawful. In a derivative action, i.e., one
by  or  in  the  right  of the corporation, indemnification may be made only for
expenses  actually  and reasonably incurred by directors, officers, employees or
agents  in  connection with the defense or settlement of any action or suit, and
only  with  respect  to a matter as to which they shall have acted in good faith
and  in  a  manner  they reasonably believed to be in or not opposed to the best
interests  of  the  corporation, except that no indemnification shall be made if
such  person shall have been adjudged liable to the corporation, unless and only
to  the  extent  that  the  court  in which the action or suit was brought shall
determine  upon application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnity for such expenses despite
such  adjudication  of  liability.

     The  Company's  Certificate  of  Incorporation  contains  a provision which
eliminates,  to the fullest extent permitted by the DGCL, director liability for
monetary damages for breaches of the fiduciary duty of care or any other duty as
a  director.

     Article  X  of  the  Registrant's  certificate  of incorporation provide as
follows:

                                    ARTICLE X
                      LIMITATION ON LIABILITY OF DIRECTORS;
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS;
                         PERSONAL LIABILITY OF DIRECTORS

     (i)  To  the  fullest  extent  permitted  by  the  GCL,  a  director of the
     Corporation  shall  not  be  personally  liable  to  the Corporation or its
     stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
     director.  Neither  any  amendment  nor  repeal  of  this Article X nor the
     adoption of any provision of this Certificate of Incorporation inconsistent
     with  this Article X shall eliminate or reduce the effect of this Article X
     in  respect  of any matter occurring, or any cause of action, suit or claim
     that,  but  for  this  Article  X,  would  accrue  or  arise, prior to such
     amendment,  repeal  or  adoption  of  an  inconsistent  provision.

                                      II-1
<PAGE>

     (ii)  The  Corporation  shall indemnify each of the Corporation's directors
     and  officers  in  each and every situation where, under Section 145 of the
     GCL,  as  amended  from  time  to  time ("Section 145"), the Corporation is
     permitted  or  empowered to make such indemnification. The Corporation may,
     in  the  sole  discretion  of  the  Board  of Directors of the Corporation,
     indemnify  any  other person who may be indemnified pursuant to Section 145
     to  the extent that the Board of Directors deems advisable, as permitted by
     Section  145.

     (iii)  No  person  shall  be  personally  liable  to the Corporation or its
     stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
     director,  provided,  however,  that  the  foregoing shall not eliminate or
     limit the liability of a director of the Corporation, (i) for any breach of
     the director's duty of loyalty to the Corporation or its stockholders, (ii)
     for  acts  or  omissions  not  in  good  faith or which involve intentional
     misconduct  or  a knowing violation of law , (iii) under Section 174 of the
     GCL or (iv) for any transaction from which the director derived an improper
     personal  benefit.  If the GCL is subsequently amended to further eliminate
     or  limit  the liability of a director, then a director of the Corporation,
     in  addition  to  the  circumstances  in which a director is not personally
     liable  as  set forth in the preceding sentence, shall not be liable to the
     fullest  extent  permitted by the amended GCL. For purposes of this Article
     X,  "fiduciary duty as a director" shall include any fiduciary duty arising
     out  of  service  at  the  Corporation's  request  as a director of another
     corporation,  partnership, joint venture or other enterprise, and "personal
     liability  to  the  Corporation  or  its  stockholders"  shall  include any
     liability  to  such other corporation, partnership, joint venture, trust or
     other  enterprise and any liability to the Corporation in its capacity as a
     security holder, joint venturer, partner, beneficiary, creditor or investor
     of  or  in any such other corporation, partnership, joint venture, trust or
     other  enterprise.

ITEM  25.   EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION.

     The  other  expenses  payable  by  the  Registrant  in  connection with the
issuance  and  distribution  of the securities being registered are estimated as
follows:

     Securities  and  Exchange  Commission  Registration  Fee  $    55.00
     Legal  Fees                                                65,000.00
     Accounting  Fees                                            9,000.00
     Printing  and  Engraving                                    3,500.00
     Miscellaneous                                               1,700.00
                                                              ------------

      TOTAL                                                   $ 79,255.00

ITEM  26.   RECENT  SALES  OF  UNREGISTERED  SECURITIES.

     In  September,  2002,  CCP  issued 50,000 shares of its common stock to KGL
Investments,  Ltd.,  the  beneficial  owner  of  which  is  Kaplan  Gottbetter &
Levenson,  LLP,  counsel to the Company.  The shares were issued in exchange for
$2,500  worth of legal services rendered, which included corporate formation and

                                      II-2
<PAGE>

corporate  governance.  The  shares  were  valued  at  $.05  per  share.

     From  November,  2002  to  January,  2003, CCP sold 1,945,000 shares of its
common stock at $.10 per share for a total of $194,500.  The shares were sold to
26  accredited  investors,  and  to  14  foreign investors who had access to all
material  information  pertaining to the Company.  These investors were personal
business  acquaintance  of CCP's officers.  The sales were a private transaction
without  registration  in  reliance  on the exemptions provided by Section 4(2),
Rule  506  of  Regulation  D  and Regulation S of the Securities Act of 1933, as
amended.  A  private  placement  memorandum  was  provided  to  these investors.

     In  December,  2002,  CCP  loaned  David  R.  Allison,  CCP's President and
Chairman of the Board of Directors, $10,000, at 6% interest compounded annually,
for  a  term  of  one  year.  The  promissory note reflecting this loan is dated
December  19,  2002  and  is  due  December  19,  2003.

     The  issuances  of securities described above were deemed to be exempt from
registration  under  the  Securities  Act  in  reliance  on  Section 4(2) of the
Securities Act as transactions by an issuer not involving a public offering. The
Company  made  the  determination  that  each  investor had enough knowledge and
experience  in  finance and business matters to evaluate the risks and merits of
the investment. There was no general solicitation or general advertising used to
market  the  securities.  Also,  these  investors were given a private placement
memorandum containing the kind of information normally provided in a prospectus.
All  purchasers  represented  in  writing  that they acquired the securities for
their  own  accounts. A legend was placed on the stock certificates stating that
the  securities  have not been registered under the Securities Act and cannot be
sold  or otherwise transferred without an effective registration or an exemption
therefrom.

ITEM  27.   EXHIBITS.

  Exhibit
  Number        Description
---------       ----------------------------------------------------------------

  3.1     -     Certificate  of  Incorporation

  3.2     -     By-Laws

  4.1     -     Specimen  Certificate  of  Common  Stock

  4.2     -     Promissory  Note for $10,000, dated December 19, 2002, issued to
                CCP  Worldwide,  Inc.  by  David  R.  Allison

  5.1     -     Form  of  Opinion  of  Counsel

 10.1     -     Stock  Option  Plan  of  2002

 21.1     -     List  of  Subsidiaries

                                      II-3
<PAGE>
  Exhibit
  Number       Description
---------      -----------------------------------------------------------------

 23.1     -     Accountant's  Consent

 23.2     -     Counsel's  Consent  to  Use  Opinion  (included  in Exhibit 5.1)

ITEM  28.   UNDERTAKINGS.

     The  Registrant  undertakes  to:

     (1)  File,  during  any  period  in  which it offers or sales securities, a
post-effective  amendment  to  this  registration  statement  to:

          (i)  Include  any  prospectus  required  by  Section  10(a)(3)  of the
               Securities  Act;

          (ii) Reflect in the prospectus any facts or events which, individually
               or together, represent a fundamental change in the information in
               the  registration  statement.  Notwithstanding the foregoing, any
               increase  or decrease in the volume of securities offered (if the
               total  dollar  value  of securities offered would not exceed that
               which  was registered) and any deviation from the low or high end
               of  the  estimated maximum offering range may be reflected in the
               form of prospectus filed with the Commission pursuant to Rule 424
               (b)  if,  in  the  aggregate,  the  changes  in  volume and price
               represent  no  more  than  a  20  percent  change  in the maximum
               aggregate  offering  price  set  forth  in  the  "Calculation  of
               Registration  Fee" table in the effective registration statement;
               and

          (iii)  Include  any  additional or changed material information on the
               plan  of  distribution.

     (2)  For  determining  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  as  a  new  registration  statement of the securities
offered,  and the offering of the securities at that time to be the initial bona
fide  offering.

     (3)  File a post-effective amendment to remove from registration any of the
securities  that  remain  unsold  at  then  end  of  the  offering.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant  to  any  provisions  contained  in  its  Certificate  of
Incorporation, or by-laws, or otherwise, the Registrant has been advised that in
the  opinion  of  the  SEC  such  indemnification  is  against  public policy as
expressed  in  the Securities Act and is, therefore, unenforceable. In the event
that  a  claim  for  indemnification  against  such  liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person  of  the Registrant in the successful defense of any action,
suit  or proceeding) is asserted by such director, officer or controlling person
in  connection with the securities being registered, the Registrant will, unless

                                      II-4
<PAGE>

in  the  opinion  of  its  counsel  the  matter  has been settled by controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
indemnification  by  it  is against public policy as expressed in the Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.

                                      II-5
<PAGE>

                                   SIGNATURES

     In  accordance  with  the  requirements  of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  of  filing  on Form SB-2 and authorized this registration
statement  to  be  signed  on  its  behalf by the undersigned, in Raleigh, North
Carolina  on  January  21,  2003.

                                              CCP  Worldwide,  Inc.


                                              By:
                                                  -----------------------------
                                                   David  R.  Allison
                                                   President, CFO, Treasurer and
                                                   Chairman  of  the  Board


     In  accordance  with  the  requirements  of the Securities Act of 1933, the
registration statement was signed by the following persons in the capacities and
on  the  dates  stated.

<TABLE>
<CAPTION>
<S>                      <C>                                              <C>

          Signature                    Title                                 Dated

                         President, CFO, Treasurer and Chairman of the    January 21, 2003
------------------------
     David R. Allison    Board



                         Secretary, Principal Accounting Officer,         January 21, 2003
------------------------
Francis  Ray  Provencher Director

                         Director                                         January 21, 2003
------------------------
      Thomas R. Shute

</TABLE>


<PAGE>
                               CCP WORLDWIDE, INC.
                                  EXHIBIT INDEX

  Exhibit
  Number        Description
---------       ----------------------------------------------------------------

  3.1     -     Certificate  of  Incorporation

  3.2     -     By-Laws

  4.1     -     Specimen  Certificate  of  Common  Stock

  4.2     -     Promissory Note  for $10,000, dated December 19, 2002, issued to
                CCP  Worldwide,  Inc.  by  David  R.  Allison

  5.1     -     Form  of  Opinion  of  Counsel

 10.1     -     Stock  Option  Plan  of  2002

 21.1     -     List  of  Subsidiaries

 23.1     -     Accountant's  Consent

 23.2     -     Counsel's  Consent  to  Use  Opinion  (included  in Exhibit 5.1)

<PAGE>

</TEXT>
</DOCUMENT>
