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<SEC-DOCUMENT>0001144204-03-000240.txt : 20030121
<SEC-HEADER>0001144204-03-000240.hdr.sgml : 20030120
<ACCEPTANCE-DATETIME>20030121171359
ACCESSION NUMBER:		0001144204-03-000240
CONFORMED SUBMISSION TYPE:	SB-2
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20030121

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CCP WORLDWIDE INC
		CENTRAL INDEX KEY:			0001213809
		IRS NUMBER:				450486747

	FILING VALUES:
		FORM TYPE:		SB-2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-102629
		FILM NUMBER:		03519911

	BUSINESS ADDRESS:	
		STREET 1:		6040-A SIX FORKS RD
		STREET 2:		SUITE 179
		CITY:			RALEIGH
		STATE:			NC
		ZIP:			27609
		BUSINESS PHONE:		9198720401

	MAIL ADDRESS:	
		STREET 1:		6040-A SIX FORKS RD
		STREET 2:		SUITE 179
		CITY:			RALEIGH
		STATE:			NC
		ZIP:			27609
</SEC-HEADER>
<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>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
<PAGE>
                                                                    EXHIBIT 3.1
                          CERTIFICATE OF INCORPORATION

                                       OF

                               CCP WORLDWIDE, INC.

     The undersigned, for the purpose of organizing a corporation for conducting
the business and promoting the purposes hereinafter stated, under the provisions
and  subject  to  the  requirements  of  the  laws  of  the  State  of  Delaware
(particularly  Chapter  1,  Title 8 of the Delaware Code and the acts amendatory
thereof  and supplemental thereto, and known, identified, and referred to as the
"General  Corporation  Law  of  the  State of Delaware"), hereby certifies that:

                                    ARTICLE I
                               NAME OF CORPORATION

     The  name  of  the  corporation is CCP Worldwide, Inc. (the "Corporation").

                                   ARTICLE II
                                REGISTERED OFFICE

     The  address, including street, number, city, and county, of the registered
office  of  the  corporation  in the State of Delaware is 2711 Centerville Road,
Suite  400,  City of Wilmington 19808, County of New Castle; and the name of the
registered  agent of the corporation in the State of Delaware at such address is
Corporation  Service  Company.

                                   ARTICLE III
                                     PURPOSE

     The  purpose  of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State  of  Delaware  (the  "GCL").

                                   ARTICLE IV
                                AUTHORIZED STOCK

     The  total  number  of shares of all classes of stock which the Corporation
shall  have  authority  to issue shall be one hundred five million (105,000,000)
shares, of which one hundred million (100,000,000) shares shall be common stock,
par  value  $0.001  per  share (the "Common Stock") and five million (5,000,000)
shares  shall  be  preferred  stock, par value $0.0001 per share (the "Preferred
Stock").  All  of  the  shares  of  Common  Stock  shall  be  of  one  class.

     The shares of Preferred Stock shall be undesignated Preferred Stock and may
be  issued  from  time to time in one or more series pursuant to a resolution or
resolutions  providing  for  such  issuance  and  duly  adopted  by the Board of
Directors  of  the Corporation, authority to do so being hereby expressly vested
in  the  Corporation's  Board  of  Directors.  The Board of Directors is further

<PAGE>

authorized  to  determine  or  alter  the  rights,  preferences,  privileges and
restrictions  granted to or imposed upon any wholly unissued series of Preferred
Stock  and  to fix the number of shares of any series of Preferred Stock and the
designation  of  any  such series of Preferred Stock.  The Board of Directors of
the  Corporation, within the limits and restrictions stated in any resolution or
resolutions  of  the  Board  of Directors originally fixing the number of shares
constituting  any  series, may increase or decrease (but not below the number of
shares  in  any such series then outstanding) the number of shares of any series
subsequent  to  the  issuance  of  shares  of  that  series.

     The  authority of the Board of Directors of the Corporation with respect to
each  such  class or series of Preferred Stock shall include, without limitation
of  the  foregoing,  the  right  to  determine  and  fix:

     the  distinctive  designation  of  such  class  or series and the number of
shares  to  constitute  such  class  or  series;

     the  rate at which dividends on the shares of such class or series shall be
declared  and  paid  or  set aside for payment, whether dividends at the rate so
determined shall be cumulative or accruing, and whether the shares of such class
or  series shall be entitled to any participating or other dividends in addition
to  dividends  at  the  rate  so  determined,  and  if  so,  on  what  terms;

     the right or obligation, if any, of the Corporation to redeem shares of the
particular  class  or  series  of Preferred Stock and, if redeemable, the price,
terms  and  manner  of  such  redemption;

     the  special and relative rights and preferences, if any, and the amount or
amounts  per  share, which the shares of such class or series of Preferred Stock
shall  be  entitled  to  receive  upon any voluntary or involuntary liquidation,
dissolution  or  winding  up  of  the  Corporation;

     the terms and conditions, if any, upon which shares of such class or series
shall  be  convertible into, or exchangeable for, shares of capital stock of any
other  class  or  series,  including the price or prices or the rate or rates of
conversion  or  exchange  and  the  terms  of  adjustment,  if  any;

     the  obligation,  if  any, of the Corporation to retire, redeem or purchase
shares  of  such class or series pursuant to a sinking fund or fund of a similar
nature  or  otherwise,  and  the  terms  and  conditions  of  such  obligations;

     voting  rights,  if any, on the issuance of additional shares of such class
or  series  or  any  shares  of  any  other  class or series of Preferred Stock;

     limitations,  if any, on the issuance of additional shares of such class or
series  or  any  shares  of  any  other  class or series of Preferred Stock; and

     such  other preferences, powers, qualifications, special or relative rights
and  privileges  thereof as the Board of Directors of the Corporation, acting in
accordance  with  this  Certificate of Incorporation, may deem advisable and are


                                        2
<PAGE>

not  inconsistent  with  the  law  and  the  provisions  of  this Certificate of
Incorporation.

                                    ARTICLE V
                                  INCORPORATOR

     The  incorporator of the Corporation is Salvatore Fichera, having a mailing
address  of  c/o Kaplan Gottbetter & Levenson, LLP, 630 Third Avenue, 5th Floor,
New  York,  New  York  10017.
                                   ARTICLE VI
                              ELECTION OF DIRECTORS

     The  election of directors of the Corporation need not be by written ballot
unless  otherwise  required  by  the  by-laws  of  the  Corporation.

                                   ARTICLE VII
                                     BY-LAWS

     In furtherance and not in limitation of the powers conferred by the laws of
the  State  of  Delaware, the Board of Directors of the Corporation is expressly
authorized  to make, alter and repeal by-laws of the Corporation, subject to the
power  of  the  stockholders  of  the Corporation to alter or repeal any by-law,
whether  adopted  by  them  or  otherwise.

                                  ARTICLE VIII
                               NUMBER OF DIRECTORS

     The  number  of directors that constitutes the entire Board of Directors of
the  Corporation  shall  be  as  specified  in  the  by-laws of the Corporation.

                                   ARTICLE IX
                            MEETINGS OF STOCKHOLDERS

     Meetings  of  stockholders of the Corporation may be held within or without
the State of Delaware, as the by-laws of the Corporation may provide.  The books
of  the  Corporation  may  be  kept  (subject  to  any  provisions of applicable
statutes)  outside  the  State  of  Delaware  at  such place or places as may be
designated  from  time  to  time  by  the Board of Directors of the Corporation.

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

     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.

                                        3
<PAGE>

     No  director  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.

     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.

                                   ARTICLE XI
                            COMPROMISE OR ARRANGEMENT

     Whenever  a  compromise or arrangement is proposed between this Corporation
and  its  creditors or any class of them and/or between this Corporation and its
stockholders  or  any  class of them, any court of equitable jurisdiction within
the  State  of  Delaware  may,  on  the  application  in  a  summary way of this
Corporation  or  on  the  application of any receiver or receivers appointed for
this  Corporation under Section 291 of the GCL or on the application of trustees
in  dissolution  or  of any receiver or receivers appointed for this Corporation
under  Section  279  of  the  GCL,  order a meeting of the creditors or class of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
Corporation, as the case may be, to be summoned in such manner as the said court
directs.  If  a  majority  in  number representing three-fourths in value of the
creditors  or  class  of  creditors,  and/or  of  the  stockholders  or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise  or  arrangement,  the  said  compromise  or arrangement and the said
reorganization  shall,  if sanctioned by the court to which the said application
has  been made, be binding on all the creditors or class of creditors, and/or on
all  the  stockholders  or class of stockholders of this Corporation as the case
may  be,  and  also  on  this  Corporation.

                                        4
<PAGE>

                                   ARTICLE XII
                           AMENDMENT OF PROVISIONS OF
                          CERTIFICATE OF INCORPORATION

     The  Corporation  reserves the right at any time, and from time to time, to
amend,  alter,  change or repeal any provisions contained in this Certificate of
Incorporation,  and  other provisions authorized by the State of Delaware at the
time  in  force  may  be  added  or  inserted,  in  the  manner now or hereafter
prescribed  by  statute,  and  all rights conferred upon stockholders herein are
granted  subject  to  this  reservation.

     IN  WITNESS  WHEREOF,  the  undersigned,  being  the  sole  incorporator
hereinbefore  named,  hereby signs this certificate for the purpose of forming a
corporation  pursuant  to  the  General Corporation Law of the State of Delaware
this  16th  day  of  July,  2002.



                              /s/  Salvatore  Fichera
                              -----------------------
                              Salvatore  Fichera,  Sole  Incorporator




                                        5

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>
<PAGE>
                                                                     EXHIBIT 3.2
                                                                     -----------
                                     BY-LAWS

                                       OF

                               CCP WORLDWIDE, INC.

                                    ARTICLE I

                                     Offices
                                     -------
     Section 1.     Registered Office.  The registered office of the Corporation
     ---------      -----------------
shall  be located at 2711 Centerville Road, Suite 400, City of Wilmington 19808,
County  of  Castle,  or  at  such  other  place  as the Board of Directors shall
determine  from  time  to  time.

     Section  2.     Other  Offices.  The  principal  office  of the Corporation
     ----------      --------------
shall  be  located at such place as the Board of Directors may specify from time
to  time.  The  Corporation  may  have  such other offices at such other places,
either  within  or  without the State of Delaware, as the Board of Directors may
from  time  to time determine, or as the affairs of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders
                            ------------------------

     Section  1.     Place  of  Meeting.  Meetings  of  the  stockholders of the
     ----------      ------------------
Corporation  shall  be held at such place, either within or without the State of
Delaware,  as may be designated from time to time by the Board of Directors, or,
if  not  so designated, then at the principal office of the Corporation required
to  be  maintained  pursuant  to  Article  I,  Section  2  hereof.

     Section 2.     Annual Meetings.  The annual meeting of the stockholders for
     ---------      ---------------
the  year  2002  shall be held at such time as may be designated by the Board of
Directors;  and  thereafter the annual meeting of the stockholders shall be held
on  the  15th  day  of  April at 10:00 a.m. of each year, commencing in the year
2003,  if  not a legal holiday, and if such is a legal holiday, then on the next
following  day  not  a  legal  holiday,  at  such time and place as the Board of
Directors shall determine, at which time the stockholders shall elect a Board of
Directors and transact such other business as may be properly brought before the
meeting.  Notwithstanding  the  foregoing,  the Board of Directors may cause the
annual meeting of stockholders to be held on such other date in any year as they
shall  determine to be in the best interest of the Corporation, and any business
transacted  at said meeting shall have the same validity as if transacted on the
date  designated  herein.

   Section  3.  Special Meetings.  Special meetings of the stockholders, for any
   ----------   ----------------
purpose  or  purposes, unless otherwise prescribed by statute or the Certificate
of  Incorporation,  may be called by the President, Secretary or the Chairman of
the Board of Directors, if any.  The President or Secretary shall call a special
meeting  when:  (1) requested in writing by any two or more of the directors, or
one director if only one director is then in office; or (2) requested in writing
by  stockholders owning a majority of the shares entitled to vote.  Such written
request  shall  state  the  purpose  or  purposes  to  the  proposed  meeting.


<PAGE>

   Section  4.  Notice.  Except  as  otherwise  required  by  statute  or  the
   ----------   ------
Certificate  of  Incorporation,  written  notice  of  each  meeting  of  the
stockholders,  whether  annual or special, shall be served, either personally or
by  mail,  upon each stockholder of record entitled to vote at such meeting, not
less  than ten (10) nor more than sixty (60) days before the meeting.  Notice of
any meeting of stockholders shall state the place, date and hour of the meeting,
and,  in  the  case  of a special meeting, the purpose or purposes for which the
meeting  is called.  Notice of any meeting of stockholders shall not be required
to  be  given  to  any stockholder who, in person or by his authorized attorney,
either  before  or  after  such  meeting,  shall  waive  such notice in writing.
Attendance  of  a  stockholder at a meeting, either in person or by proxy, shall
itself  constitute  waiver of notice and waiver of any and all objections to the
place  and  time  of  the  meeting  and  manner  in  which it has been called or
convened,  except when a stockholder attends a meeting solely for the purpose of
stating, at the beginning of the meeting, any such objections to the transaction
of  business.  Notice of the time and place of any adjourned meeting need not be
given  otherwise than by the announcement at the meeting at which adjournment is
taken,  unless  the  adjournment  is for more than thirty (30) days or after the
adjournment  a  new  record  date  is  set.

   Section  5.  Proxies.  A  stockholder  may  attend,  represent,  and vote his
   ----------   -------
shares at any meeting in person, or be represented and have his shares voted for
by  a proxy which such stockholder has duly executed in writing.  No proxy shall
be  valid  after  three (3) years from the date of its execution unless a longer
period is expressly provided in the proxy.  Each proxy shall be revocable unless
otherwise  expressly  provided in the proxy or unless otherwise made irrevocable
by  law.

   Section  6.  Quorum.  The  holders  of  a  majority  of  the  stock  issued,
   ----------   ------
outstanding  and  entitled  to  vote, present in person or represented by proxy,
shall  constitute  a  quorum  at  all  meetings of the stockholders and shall be
required  for  the transaction of business, except as otherwise provided by law,
by  the  Certificate  of  Incorporation,  or by these Bylaws.  If, however, such
majority shall not be present or represented at any meeting of the stockholders,
the  stockholders  entitled  to  vote  at  such meeting, present in person or by
proxy,  shall  have  the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting unless the adjournment is for more
than  thirty  (30) days or after the adjournment a new record date is set, until
the required amount of voting stock shall be present.  At such adjourned meeting
at  which  a  quorum shall be present in person or by proxy, any business may be
transacted  that  might  have  been transacted at the meeting originally called.

   Section 7.  Voting of Shares.  Each outstanding share of voting capital stock
   ---------   ----------------
of  the  Corporation shall be entitled to one vote on each matter submitted to a
vote  at  a  meeting  of  the  stockholders, except as otherwise provided in the
Certificate  of  Incorporation.  The  vote  by  the holders of a majority of the
shares  voted  on  any  matter at a meeting of stockholders at which a quorum is
present  shall be the act of the stockholders on that matter, unless the vote of
a  greater number is required by law, by the Certificate of Incorporation, or by
these  Bylaws; provided, however, that directors shall be elected by a plurality
of  the  votes  of  the  shares present in person or represented by proxy at the
meeting  and  entitled  to  vote  on  the  election  of  directors.

                                        2

<PAGE>

     Section  8.     Action  Without  Meeting.
     ----------      ------------------------

     A.          Any  action  required  by  statute to be taken at any annual or
special  meeting  of  the  stockholders, or any action which may be taken at any
annual  or  special meeting of the stockholders, may be taken without a meeting,
without  prior  notice  and without a vote, if a consent or consents in writing,
setting  forth  the  action  so  taken, are signed by the holders of outstanding
stock  having  not less than the minimum number of votes that would be necessary
to  authorize  or  take such action at a meeting at which all shares entitled to
vote  thereon  were present and voted; provided, however, that a written consent
to  elect  directors,  if such consent is less than unanimous, may be in lieu of
the  holding  of  an  annual  meeting  of  stockholders  only  if  all  of  the
directorships  to  which  directors  could be elected at such annual meeting are
vacant  and  are  filled  by  such  action.

     B.          Every  written consent shall bear the date of signature of each
stockholder who signs the consent, and no consent shall be effective to take the
corporate  action  referred to in such consent unless, within sixty (60) days of
the  earliest  dated consent delivered to the Corporation in the manner required
in  these Bylaws, written consents signed by a sufficient number of stockholders
to  take  action  are delivered to the Corporation by delivery to its registered
office  in  the State of Delaware, its principal place of business or an officer
or  agent  of the Corporation having custody of the book in which proceedings of
meetings  of  stockholders  are  recorded.  Delivery  made  to the Corporation's
registered  office  shall  be by hand or by certified or registered mail, return
receipt  requested.

     C.     Prompt  notice  of  the  taking  of  the  corporate action without a
meeting  by  less  than  unanimous  written  consent  shall  be  given  to those
stockholders  who  have  not  consented  in  writing.  If  the  action  which is
consented  to  is  such as would have required the filing of a certificate under
any  section  of the General Corporation Law of Delaware if such action had been
voted  on  by  the stockholders at a meeting thereof, then the certificate filed
under  such  section  shall  state,  in  lieu  of any statement required by such
section  concerning  any  vote  of stockholders, that written notice and written
consent  have  been  given as provided in Section 228 of the General Corporation
Law  of  Delaware.

   Section  9.  Fixing  of  Record  Date.  For  the  purposes  of  determining
   ----------   ------------------------
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment  thereof,  the  Board of Directors may fix a record date, which
record  date  shall  not  precede  the date upon which the resolution fixing the
record  date  is  adopted by the Board of Directors, and which record date shall
not  be more than sixty (60) nor less than ten (10) days before the date of such
meeting.  If  no record date is fixed by the Board of Directors, the record date
for  determining  stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on  which  notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held.  A determination of

                                        3

<PAGE>

stockholders  of  record  entitled  to  notice  of  or  to  vote at a meeting of
stockholders  shall  apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
For the purpose of determining the stockholders entitled to consent to corporate
action  in  writing  without  a meeting, the Board of Directors may fix a record
date,  which  record  date  shall not precede the date upon which the resolution
fixing  the  record  date  is  adopted by the Board of Directors, and which date
shall  not  be  more than ten (10) days after the date upon which the resolution
fixing  the record date is adopted by the Board of Directors.  If no record date
has  been  fixed  by  the  Board  of  Directors, the record date for determining
stockholders  entitled  to  consent  to  corporate  action  in writing without a
meeting,  when  no  prior  action  by the Board of Directors is required by law,
shall  be  the  first  date  on which a signed written consent setting forth the
action  taken  or  proposed  to  be taken is delivered to the Corporation in the
manner  provided  by  law.  If  no  record  date  has been fixed by the Board of
Directors  and  prior  action  by the Board of Directors is required by law, the
record date for determining stockholders entitled to consent to corporate action
in  writing  without  a  meeting shall be at the close of business on the day on
which  the  Board  of  Directors adopts the resolution taking such prior action.
For  the  purpose of determining the stockholders entitled to receive payment of
any  dividend  or  other  distribution  or  allotment  of  any  rights  or  the
stockholders entitled to exercise any rights in respect of change, conversion or
exchange  of  stock, or for the purpose of any other lawful action, the Board of
Directors  may  fix  a record date, which record date shall not precede the date
upon  which  the  resolution fixing the record date is adopted, and which record
date  shall be not more than sixty (60) days prior to such action.  If no record
date is fixed, the record date for determining stockholders for any such purpose
shall  be  at  the  close of business on the day on which the Board of Directors
adopts  the  resolution  relating  thereto.

   Section  10.   List  of Stockholders.  The  Secretary  shall prepare, or have
   -----------    ----------------------
prepared, and make, at least ten (10) days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical  order,  showing  the address of each stockholder and the number of
shares  registered  in the name of each stockholder.  Such list shall be open to
the  examination  of  any  stockholder,  for any purpose germane to the meeting,
during  ordinary business hours, for a period of at least ten (10) days prior to
the  meeting, either at a place within the city where the meeting is to be held,
which  place  shall  be  specified  in  the  notice  of  the meeting, or, if not
specified,  at  the  place  where  the meeting is to be held.  The list shall be
produced  and  kept  at  the  time  and  place  of meeting during the whole time
thereof,  and  may  be  inspected  by  any  stockholder  who  is  present.

                                   ARTICLE III

                               Board of Directors
                               ------------------

     Section 1.     General Powers.  The business and affairs of the Corporation
     ---------      --------------
shall be managed by the Board of Directors, except as otherwise provided by law,
by  the  Certificate  of  Incorporation  of  the Corporation or by these Bylaws.

     Section  2.     Number,  Term  and  Qualifications.  The Board of Directors
     ----------      ----------------------------------
shall consist of not less than one or more than ten members, the exact number to
be  determined  from  time  to  time  by  resolution  of the Board of Directors.
Directors need not be stockholders  or residents of the State of Delaware.  Each
Director shall hold office for the term for which he is appointed or elected and

                                        4

<PAGE>
until  his  successor, if any, shall have been elected and shall have qualified,
or until his death or until he shall have resigned or shall have been removed in
the  manner  hereinafter  provided.  Directors  need  not  be elected by ballot,
except  upon  demand  of  any  stockholder.

   Section 3.   Removal. At a special meeting of the stockholders called for the
   ---------    -------
purpose  in  the  manner  provided  in  these Bylaws, subject to any limitations
imposed  by  law or the Certificate of Incorporation, the Board of Directors, or
any  individual  director, may be removed from office, with or without cause, by
the  holders  of  a  majority  of  the outstanding shares entitled to vote at an
election  of  directors.

   Section  4.  Resignation.  Any  director of the Corporation may resign at any
   ----------   -----------
time  by  giving  written  notice  to  the  President  or  the  Secretary of the
Corporation.  The  resignation of any director shall take effect upon receipt of
such  notice  or  at  such later time as shall be specified in such notice.  The
acceptance  of  such  resignation  shall  not be necessary to make it effective.

   Section  5.  Vacancies.  Any  vacancy in the Corporation's Board of Directors
   ----------   ---------
may  be  filled  by  the  vote  of a majority of the remaining directors then in
office,  though  less  than a quorum.  Any vacancy created by an increase in the
authorized  number  of  directors  shall be filled only by election at an annual
meeting  or  at  a special meeting of stockholders called for that purpose.  The
stockholders  may  elect  a director at any time to fill a vacancy not filled by
the  directors.

   Section  6.  Compensation.   The Board of Directors may cause the Corporation
   ----------   ------------
to  compensate  directors  for  their  services as directors and may provide for
payment  by  the  Corporation of all expenses incurred by directors in attending
regular  and  special  meetings  of  the  Board.

                                   ARTICLE IV

                              Meetings of Directors
                              ---------------------

     Section 1.     Annual and Regular Meetings.  A regular meeting of the Board
     ---------      ---------------------------
of  Directors  shall  be  held  immediately after, and at the same place as, the
annual  meeting  of  stockholders.  In  addition,  the  Board  of  Directors may
provide,  by  resolution,  for  the  holding  of  additional  regular  meetings.

     Section  2.     Special  Meetings.  Special  meetings  of  the  Board  of
     ----------      -----------------
Directors  may  be called by or at the request of the Chairman of the Board, the
President  or any two or more directors, or one director if only one director is
then  in  office.  Such meetings may be held at the time and place designated in
the  notice  of  the  meeting.

     Section  3.     Notice  of  Meetings.
     ----------      --------------------

     A.     Regular  meetings  of  the  Board  of  Directors may be held without
notice.  Written  notice  of  the  time and place of all special meetings of the
Board  of  Directors  shall  be given at least twenty-four (24) hours before the
meeting  and  not  more  than thirty (30) days prior to the meeting; such notice
need  not  specify  the  purpose for which the meeting is called.  Notice of any
meeting  may  be  waived  in writing at any time before or after the meeting and

                                        5

<PAGE>
will  be  waived  by any director by attendance at such meeting, except when the
director  attends  the  meeting  for  the  express purposes of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is  not  lawfully  called  or  convened.

     B.     The  transaction  of  all  business  at  any meeting of the Board of
Directors,  however  called  or  noticed, or wherever held, shall be as valid as
though  had at a meeting duly held after regular call and notice, if a quorum be
present  and  if,  either before or after the meeting, each of the directors not
present  shall  sign  a  written  waiver of notice, or a consent to holding such
meeting,  or  an  approval  of  the minutes thereof.  Neither the business to be
transacted  at,  nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in any written waiver of notice or consent unless
so  required  by  the  Certificate  of  Incorporation or these Bylaws.  All such
waivers, consents or approvals shall be filed with the corporate records or made
a  part  of  the  minutes  of  the  meetings.

   Section  4.  Quorum.  At all meetings of the Board of Directors, the presence
   ----------   ------
of  a majority of the directors shall constitute a quorum for the transaction of
business.  In  the  absence  of a quorum, a majority of the directors present at
any meeting may adjourn from time to time until a quorum is constituted.  Notice
of  the  time  and  place  of  any  adjourned  meeting  need  only  be  given by
announcement  at  the  meeting  at  which  adjournment  is  taken.

   Section  5.  Manner  of  Acting.  Except  as otherwise provided by law, these
   ----------   ------------------
Bylaws  or  the  Certificate of Incorporation of the Corporation, the act of the
majority  of  the  directors  present  at a meeting at which a quorum is present
shall  be  the  act  of  the  Board  of  Directors.

   Section  6.  Action  Without  Meeting.  Unless  otherwise  restricted  by the
   ----------   ------------------------
Certificate  of  Incorporation or these Bylaws, any action required or permitted
to  be  taken  at  any  meeting of the Board of Directors may be taken without a
meeting,  if  all  member of the Board of Directors consent in writing, and such
writing  or  writings  are filed with the minutes of proceedings of the Board of
Directors.

   Section  7.  Telephonic  Meetings.  Members  of  the  Board  of Directors may
   ----------   --------------------
participate  in  a  meeting  of  such  Board by means of conference telephone or
similar  communications equipment by means of which all persons participating i
the meeting can hear each other, and participation in a meeting pursuant to this
Section  shall  constitute  presence  in  person  at  such  meeting.

                                    ARTICLE V

                             Committees of the Board

     Section  1.     Creation.  The Board of Directors may designate two or more
     ----------      --------
directors  to  constitute  an  Executive  Committee or other committees, each of
which, to the extent authorized by law and provided in the resolution shall have
and  may  exercise  all of the authority delegated to the Executive Committee or
other  committee by the Board of Directors in the management of the Corporation,
except  as  set  forth  in  Section  6  of  this  Article  V.

     Section 2.     Vacancy.  Any vacancy occurring on an Executive Committee or
     ---------      -------
other  committee  shall  be  filled  by  the  Board  of  Directors.

                                        6
<PAGE>

   Section 3.  Removal.  Any member of an Executive Committee or other committee
   ---------   -------
may  be  removed  at any time, with or without cause, by the Board of Directors.

   Section  4.  Minutes.  The  Executive Committee or other committee shall keep
   ----------   -------
regular  minutes  of  its  proceedings  and  report  the  same to the Board when
requested.

   Section  5.  Responsibility  of  Directors.  The  designation of an Executive
   ----------   -----------------------------
Committee  or  other committee and the delegation thereto of authority shall not
alone  operate  to  relieve the Board of Directors or any member thereof, of any
responsibility  or  liability  imposed  upon  it  or  him  by  law.

   Section  6.  Restrictions on Committees.  Neither the Executive Committee nor
   ----------   --------------------------
any  other  committee  shall  have  the  authority  to:  (a) approve or adopt or
recommend  to  the  stockholders, any action or matter expressly required by the
Delaware  General  Corporation  Law  to  be  submitted  to  the stockholders for
approval;  (b)  adopt,  amend  or  repeal  Bylaws;  (c) amend the Certificate of
Incorporation;  (d)  authorize distributions; (e) fill vacancies on the Board of
Directors  or  on  any  of  its  committees;  (f)  approve  a plan of merger not
requiring  shareholder  approval;  (g)  authorize  or  approve  reacquisition of
shares,  except  according  to  a  formula  or method prescribed by the Board of
Directors; (h) authorize or approve the issuance or sale or contract for sale of
shares,  or  determine  the  designation  and  relative rights, preferences, and
limitations  of  a  class or series of shares, except within limits specifically
prescribed  by the Board of Directors; (i) fix compensation of the directors for
serving  on the Board or on any committee; or (j) amend or repeal any resolution
of  the  Board  of  Directors  which  by  its terms shall not be so amendable or
repealable.
                                   ARTICLE VI

                                    Officers
                                    --------
     Section  1.     Offices.  The Board of Directors shall elect a President or
     ----------      -------
a  Vice  President  and  a  Secretary  or  Assistant Secretary, and may elect or
appoint  a  chief  executive  officer,  one or more vice presidents, one or more
assistant  secretaries,  a  treasurer  or  chief financial officer, and other or
additional  officers as in its opinion are desirable for conduct of the business
of  the Corporation.  The Board of Directors may elect from its own membership a
Chairman  of  the  Board.  The  Board of Directors may by resolution empower any
officer  or  officers  of the Corporation to appoint from time to time such vice
presidents  and other or additional officers as in the opinion of the officer(s)
so  empowered  by the Board are desirable for the conduct of the business of the
Corporation.  Any  two  or  more  offices  may  be  held  by  the  same  person.

     Section  2.     Election  and  Term.  Each officer of the Corporation shall
     ----------      -------------------
hold  office  for  the  term for which he is elected or appointed, and until his
successor  has  been  duly  elected or appointed and has qualified, or until his
death,  resignation or removal pursuant to these Bylaws.  Elections by the Board
of  Directors  may  be  held  at  any  regular  or special meeting of the Board.

   Section 3.  Removal.  Any officer elected by the Board may be removed, either
   ---------   -------
with  or  without  cause,  by  a  vote  of  the Board of Directors.  Any officer
appointed  by another officer or officers may be removed, either with or without
cause,  by either a vote of the Board of Directors or by the officer or officers

                                        7
<PAGE>

given  the power to appoint that officer.  The removal of any person from office
shall  be  without  prejudice  to  the contract rights, if any, of the person so
removed.

   Section  4.  Resignations.  Any  officer  may  resign  at  any time by giving
   ----------   -----------
written notice to the Board of Directors or to the President or Secretary of the
Corporation.  Any such resignation shall take effect upon receipt of the notice.

   Section  5.  Vacancies.  A  vacancy  in  any  office  because  of  death,
   ----------   ---------
resignation,  removal, disqualification, or any other cause, shall be filled for
the  unexpired  portion of the term in the manner prescribed by these Bylaws for
regular  appointment  or  elections  to  such  offices.

   Section  6.  Compensation.  The  compensation  of  all  officers  of  the
   ----------   ------------
Corporation  shall be fixed by the Board of Directors, except that the Board may
delegate  to  any  officer  who  has been given the power to appoint subordinate
officers,  the  authority  to  fix  the salaries of such appointed officers.  No
officer  shall  be  prevented from receiving a salary as an officer by reason of
the  fact  that  the  officer  is  also  a  member  of  the  Board of Directors.

   Section  7.   Chairman  of the Board. The Chairman of the Board of Directors,
   ----------   ----------------------
if  elected,  shall  preside at all meetings of the Board of Directors and shall
perform such other duties as may be prescribed from time to time by the Board of
Directors  or  by  these  Bylaws.

   Section  8.  Chief  Executive  Officer.  The  Chief  Executive  Officer,  if
   ----------   -------------------------
elected,  shall  be the principal executive officer of the Corporation and shall
preside  at meetings of the Board of Directors in the absence of the Chairman of
the  Board.  The  Chief  Executive  Officer  shall be subject to the control and
direction  of  the  Board  of  Directors,  and  shall  supervise and control the
management  of  the  Corporation.

   Section  9.  President.  If  no  Chief  Executive  Officer  is  elected,  the
   ----------   ---------
President shall be the principal executive officer of the Corporation, and shall
preside  at meetings of the Board of Directors in the absence of the Chairman of
the  Board  and  the Chief Executive Officer.  The President shall be subject to
the  control  and  direction of the Board of Directors, and in general, he shall
perform  all duties incident to the office of President and such other duties as
may  be  prescribed by the Board of Directors, the Chairman of the Board, or the
Chief  Executive  Officer  from  time  to  time.

   Section  10.  Vice Presidents.  In the absence or disability of the President
   -----------   ---------------
or  in the event of his death, inability or refusal to act, the Vice Presidents,
in  the order of their length of service as such, unless otherwise determined by
the  Board of Directors, shall perform the duties and exercise the powers of the
President.  In  addition, the Vice President shall perform such other duties and
have  such  other  powers  as  the  Board  of  Directors  shall  prescribe.

     Section  11.     Secretary  and  Assistant  Secretary.  The Secretary shall
     -----------      ------------------------------------
attend all meetings of the stockholders and of the Board of Directors, and shall
record  all  acts  and  proceedings  of  such meetings in the minute book of the
Corporation.  The Secretary shall give notice in conformity with these Bylaws of
all  meetings  of the stockholders and of all meetings of the Board of Directors
requiring  notice.  The  Secretary  shall  perform all other duties given him in

                                        8

<PAGE>

these  Bylaws  and  other  duties commonly incident to his office and shall also
perform  such  other duties and have such other powers as the Board of Directors
shall  designate  from  time  to  time.  The  President may direct any Assistant
Secretary  to  assume  and perform the duties of the Secretary in the absence or
disability  of  the  Secretary, and each Assistant Secretary shall perform other
duties  commonly incident to his office and shall also perform such other duties
and  have  such  other  powers  as the Board of Directors or the President shall
designate  from  time  to  time.

     Section  12.     Chief  Financial  Officer  or  Treasurer  and  Assistant
     -----------      --------------------------------------------------------
Treasurer.  The  Chief  Financial Officer or Treasurer shall keep or cause to be
kept  the  books  of account of the Corporation in a thorough and proper manner,
and  shall render statements of the financial affairs of the Corporation in such
form  and  as often as required by the Board of Directors or the President.  The
Chief  Financial  Officer  or  Treasurer,  subject  to the order of the Board of
Directors,  shall  have  the  custody  of  all  funds  and  securities  of  the
Corporation.  The  Chief  Financial  Officer  or  Treasurer  shall perform other
duties commonly incident to his officer and shall also perform such other duties
and  have  such  other  powers  as the Board of Directors or the President shall
designate from time to time. The President may direct any Assistant Treasurer to
assume and perform the duties of the Chief Financial Officer or Treasurer in the
absence  or  disability  of  the  Chief Financial Officer or Treasurer, and each
Assistant  Treasurer  shall perform other duties commonly incident to his office
and shall also perform such other duties and have such other powers as the Board
of  Directors  or  the  President  shall  designate  from  time  to  time.

   Section  14.  Duties of Officers May Be Delegated.  In case of the absence of
   -----------   ----------------------------------
any  officer  of the Corporation or for any other reason that the Board may deem
sufficient,  the  Board may delegate the powers or duties of such officer to any
other  officer  or to any director for the time being provided a majority of the
entire  Board  of  Directors  concurs  in  such  delegation.

   Section  15.  Bonds.  The  Board of Directors may, by resolution, require any
   -----------   -----
or  all  officers,  agents  and employees of the Corporation to give bond to the
Corporation,  with sufficient securities, conditioned on faithful performance of
the  duties  of  their  respective offices or positions, and to comply with such
other conditions as may from time to time be required by the Board of Directors.

                                   ARTICLE VII

                                  Capital Stock

     Section  1.     Certificates.  The  interest  of  each stockholder shall be
     ----------      ------------
evidenced  by  a  certificate  representing  shares of stock of the Corporation,
which  shall  be  in  such  form as the Board of Directors may from time to time
adopt and shall be numbered and shall be entered in the books of the Corporation
as they are issued.  Each certificate shall exhibit the holders name, the number
of  shares  and  class  of  shares  and  series,  if any, represented thereby, a
statement  that  the  Corporation  is  organized  under the laws of the State of
Delaware,  and  the  par  value of each share or a statement that the shares are
without  par value.  Each certificate shall be signed by the President or a Vice
President  and the Secretary or an Assistant Secretary or Treasurer or Assistant
Treasurer  and  shall  be  sealed  with  the  seal  of  the  Corporation.

     Section 2.     Transfer of Shares.  Transfer of shares shall be made on the
     ---------      ------------------
stock  transfer  books of the Corporation only upon surrender of the certificate
for  the  shares  sought  to  be  transferred  by the record holder or by a duly

                                        9

<PAGE>

authorized  agent,  transferee  or  legal  representative.  All  certificates
surrendered  for  transfer  shall  be  canceled  before new certificates for the
transferred  shares  shall  be  issued.

   Section  3.     Lost  or  Destroyed  Certificates.  A  new  certificate  or
   ----------      ---------------------------------
certificates  shall  be  issued  in  place  of  any  certificate or certificates
theretofore  issued  by  the  Corporation  alleged to have been lost, stolen, or
destroyed,  upon  the making of an affidavit of that fact by the person claiming
the  certificate of stock to be lost, stolen, or destroyed.  The Corporation may
require,  as  a  condition  precedent  to  the  issuance of a new certificate or
certificates,  the  owner  of  such  lost,  stolen,  or destroyed certificate or
certificates,  or his legal representative, to advertise the same in such manner
as it shall require or to give to the Corporation a surety bond in such form and
amount  as it may direct as indemnity against any claim that may be made against
the  Corporation  with  respect  to  the  certificate alleged to have been lost,
stolen  or  destroyed.

   Section 4.  Holder of Record.  The Corporation shall be entitled to recognize
   ---------   ----------------
the  exclusive  right of a person registered on its books as the owner of shares
to  receive  dividends,  and  to  vote  as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the  part  of  any  other  person  whether or not it shall have express or other
notice  thereof,  except  as  otherwise  provided  by  the  laws  of  Delaware.

                                  ARTICLE VIII

                               General Provisions

   Section  1.     Distributions  to Stockholders.  The Board of Directors may
   ----------      ------------------------------
from  time to time authorize, and the Corporation may make, distributions to its
stockholders  (including,  without  limitation,  dividends  and  distributions
involving  acquisition  of  the Corporation's shares) in the manner and upon the
terms  and  conditions  provided  by  law,  and subject to the provisions of its
Certificate  of  Incorporation.

   Section  2.     Seal.  The seal of the Corporation shall be in such form as
   ----------      ----
the  Board  of  Directors  may  from  time  to  time  determine.

   Section  3.  Depositories  and Checks.  All funds of the Corporation shall be
   ----------   ------------------------
deposited in the name of the Corporation in such bank, banks, or other financial
institutions as the Board of Directors may from time to time designate and shall
be  drawn  out  on  checks,  drafts  or  other  orders  signed  on behalf of the
Corporation by such person or persons as the Board of Directors may from time to
time  designate.

   Section 4.  Loans.  No loans shall be contracted on behalf of the Corporation
   ---------   -----
and no evidence of indebtedness shall be issued in its name unless authorized by
a  resolution  of  the  Board  of  Directors.  Such  authority may be general or
defined  to  specific  instances.

   Section  5.  Fiscal  Year.  The fiscal year of the Corporation shall be fixed
   ----------   ------------
by  the  Board  of  Directors.

                                       10

<PAGE>

   Section  6.  Contracts.  The  Board of Directors may authorize any officer or
   ----------   ---------
officers, agent or agents, to enter into any contract or execute and deliver any
instrument  on  behalf  of the Corporation, and such authority may be general or
confined  to  specific  instances.

                                   ARTICLE IX

                                   Amendments

     Except as otherwise provided herein, in the Certificate of Incorporation or
in  the  Delaware  General Corporation Law, these Bylaws (including this Article
IX)  may  be amended or repealed and new Bylaws may be adopted at any regular or
special meeting of the Board of Directors.  The Board of Directors shall have no
power  to  amend or repeal any Bylaw, or to adopt any new Bylaw, which in either
case has the effect of: (1) requiring the presence of more votes for a quorum of
any  voting  group  of  stockholders than is required by law; (2) requiring more
affirmative  votes  to  constitute  action  on a particular matter by any voting
group  of  stockholders  than  are required by law; (3) changing the size of the
Board  of  Directors  from  a  fixed  number  to a variable-range or vice versa,
changing the range of a variable-range size board, or expanding the authority of
the  Board  of  Directors  to  otherwise increase, decrease or fix the number of
directors;  (4)  classifying  and  staggering  the election of directors; or (5)
expanding  the  right(s)  of  directors  to indemnification from the Corporation
beyond  the  indemnification  authorized  or mandated under the Delaware General
Corporation  Law.

     No  Bylaws  adopted,  amended  or  repealed  by  the  stockholders  may  be
readopted,  amended or repealed by the Board of Directors unless the Certificate
of  Incorporation or a Bylaw adopted by the stockholders authorizes the Board of
Directors  to  adopt,  amend  or  repeal  that  particular  Bylaw  or the Bylaws
generally.

                                    ARTICLE X

                                 Indemnification
                                 ---------------

     Any person who at any time serves or has served as a director or officer of
the  Corporation,  or in such capacity at the request of the Corporation for any
other  foreign  or  domestic  corporation,  partnership, joint venture, trust or
other enterprise, or as trustee or administrator under an employee benefit plan,
shall  have  a  right to be indemnified by the Corporation to the fullest extent
permitted  by  law  against  (a) reasonable expenses, including attorneys' fees,
actually  and  necessarily  incurred  by  him in connection with any threatened,
pending  or  completed  action,  suit  or  proceeding,  whether civil, criminal,
administrative  or  investigative, and whether or not brought by or on behalf of
the  Corporation, seeking to hold him liable by reason of the fact that he is or
was  acting  in  such  capacity,  and  (b)  reasonable  payments  made by him in
satisfaction  of  any  judgment,  money  decree, fine, penalty or settlement for
which  he  may  have  become  liable  in  any  such  action, suit or proceeding.

     To  the extent permitted by law, expenses incurred by a director or officer
in defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation  in  advance  of  the  final  disposition  of  such  action, suit or
proceeding,  upon  receipt of an undertaking by or on behalf of such director or
officer to repay such amount unless it shall ultimately be determined that he is
entitled  to  be  indemnified  hereunder  by  the  Corporation.

                                       11

<PAGE>

     If  a person claiming a right to indemnification under this Section obtains
a  non-appealable  judgment  against  the  Corporation  requiring  it  to  pay
substantially  all  of  the  amount  claimed,  the claimant shall be entitled to
recover  from the Corporation the reasonable expense (including reasonable legal
fees)  of  prosecuting  the action against the Corporation to collect the claim.

     Notwithstanding  the  foregoing provisions, the Corporation shall indemnify
or  agree to indemnify any person against liability or litigation expense he may
incur  if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and with respect to any
criminal  action  or  proceeding,  if  he had no reasonable cause to believe his
action  was  unlawful.

     The Board of Directors of the Corporation shall take all such action as may
be  necessary  and  appropriate  to  authorize  the  Corporation  to  pay  the
indemnification  required  by  this  Bylaw, including without limitation, to the
extent  needed,  making  a  good  faith  evaluation  of  the manner in which the
claimant  for  indemnity acted and of the reasonable amount of indemnity due him
and  giving  notice  to,  and  obtaining  approval  by,  the stockholders of the
Corporation.

     Any  person  who at any time after the adoption of this Bylaw serves or has
served  in  any  of the aforesaid capacities for or on behalf of the Corporation
shall  be  deemed  to  be  doing  or  to  have  done so in reliance upon, and as
consideration  for,  the  right  of  indemnification provided herein. Such right
shall  inure  to the benefit of the legal representatives of any such person and
shall  not be exclusive of any other rights to which such person may be entitled
apart  from  the  provision  of  this  Bylaw.

     Unless  otherwise provided herein, the indemnification extended to a person
that  has  qualified  for indemnification under the provisions of this Article X
shall  not  be  terminated when the person has ceased to be a director, officer,
employee  or  agent for all causes of action against the indemnified party based
on  acts  and events occurring prior to the termination of the relationship with
the  Corporation  and  shall  inure  to  the benefit of the heirs, executors and
administrators  of  such  person.


                                       12

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.2
                                                                     -----------

THIS  NOTE  HAS  BEEN  ISSUED  PURSUANT  TO  AN  EXEMPTION FROM THE REGISTRATION
REQUIREMENTS  OF  FEDERAL  AND  STATE  SECURITIES  LAWS  AND  MAY NOT BE SOLD OR
TRANSFERRED  WITHOUT  COMPLIANCE  WITH SUCH REQUIREMENTS OR A WRITTEN OPINION OF
COUNSEL  ACCEPTABLE  TO  THE  OBLIGOR  THAT SUCH TRANSFER WILL NOT RESULT IN ANY
VIOLATION  OF  SUCH  LAWS  OR  AFFECT  THE  LEGALITY  OF  ITS  ISSUANCE.

                                 PROMISSORY NOTE

$10,000                                                      December  10,  2002

     FOR  VALUE  RECEIVED,  the  undersigned, David R. Allison, residing at 1411
Hedgelawn Way, Raleigh, North Carolina 27615 (the "Obligor"), hereby promises to
pay  to the order of CCP Worldwide, Inc., a Delaware corporation with offices at
6040-A  Six Forks Road, Suite 179, Raleigh, North Carolina 27609 (the "Holder"),
the  principal sum of Ten Thousand Dollars ($10,000) payable as set forth below.
The  Obligor  also  promises  to  pay to the order of the Holder interest on the
principal  amount  hereof  at  a rate per annum equal to six percent (6%), which
interest  shall  be  payable  at  such  time  as the principal is due hereunder.
Interest  shall  be  calculated on the basis of the year of 365 days and for the
number of days actually elapsed.  Any amounts of interest and principal not paid
when  due  shall  bear  interest  at  the  maximum  rate  of interest allowed by
applicable  law.  The payments of principal and interest hereunder shall be made
in  currency  of the United States of America which at the time of payment shall
be  legal  tender  therein  for  the  payment  of  public  and  private  debts.

     This  Note  shall  be  subject  to  the  following  additional  terms  and
conditions:

1.     Payments.  Subject  to  Section  2 hereof, all principal and interest due
       --------
hereunder  shall  be  in one (1) installment on December 10, 2003 (the "Maturity
Date");  provided  however,  that  the  parties may mutually agree to extend the
         -----------------
terms  of  this Note beyond the Maturity Date.  In the event that any payment to
be  made  hereunder  shall be or become due on Saturday, Sunday or any other day
which is a legal bank holiday under the laws of the North Carolina, such payment
shall  be  or  become  due  on  the  next  succeeding  business  day.

2.     Prepayment.  The  Obligor  and  the  Holder understand and agree that the
       ----------
principal  amount  of  this  Note  plus  accrued  interest may be prepaid by the
Obligor  at  any  time  prior  to  the  Maturity  Date  without  penalty.

3.     No  Waiver.  No  failure  or delay by the Holder in exercising any right,
       ----------
power  or  privilege  under the Note shall operate as a waiver thereof nor shall
any  single  or  partial exercise thereof preclude any other or further exercise
thereof  or  the exercise of any other right, power or privilege. The rights and
remedies  herein provided shall be cumulative and not exclusive of any rights or
remedies  provided  by  law.  No  course  of dealing between the Obligor and the
Holder  shall  operate  as  a  waiver  of  any  rights  by  the  Holder.

<PAGE>

4.     Waiver  of  Presentment  and  Notice  of  Dishonor.  The  Obligor and all
       --------------------------------------------------
endorsers,  guarantors  and  other  parties  that  may be liable under this Note
hereby  waive presentment, notice of dishonor, protest and all other demands and
notices  in connection with the delivery, acceptance, performance or enforcement
of  this  Note.

5.     Place  of  Payment.  All  payments  of  principal  of  this  Note and the
       ------------------
interest  due  hereon shall be made at such place as the Holder may from time to
time  designate  in  writing.

6.     Events  of  Default.  The entire unpaid principal amount of this Note and
       -------------------
the  interest due hereon shall, at the option of the Holder exercised by written
notice  to  the  Obligor  forthwith  become  and  be  due  and  payable, without
presentment,  demand,  protest  or  other  notice  of any kind, all of which are
hereby  expressly  waived,  if  any  one or more of the following events (herein
called  "Events  of Default") shall have occurred (for any reason whatsoever and
whether  such  happening  shall  be voluntary or involuntary or come about or be
effected  by operation of law or pursuant to or in compliance with any judgment,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  of any
administrative  or  governmental  body  )  and be continuing at the time of such
notice,  that  is  to  say:

     (a)  if  default  shall  be  made  in  the  due and punctual payment of the
          principal  of  this  Note and the interest due thereon when and as the
          same  shall  become  due  and  payable,  whether  at  maturity,  or by
          acceleration  or  otherwise,  and  such  default  have continued for a
          period  of  five  (5)  days;

     (b)  if  the  Obligor  shall:

          (i)  admit in writing its inability to pay its debts generally as they
               become  due;
          (ii) file  a  petition  in bankruptcy or petition to take advantage of
               any  insolvency  act;
          (iii)  make  assignment  for  the  benefit  of  creditors;
          (iv) consent  to  the  appointment  of  a receiver of the whole or any
               substantial  part  of  its  property;
          (v)  on  a  petition  in bankruptcy filed against it, be adjudicated a
               bankrupt;
          (vi) file  a  petition or answer seeking reorganization or arrangement
               under  the Federal bankruptcy laws or any other applicable law or
               statute of the United States of America or any State, district or
               territory  thereof;

     (c)  if  a  court of competent jurisdiction shall enter an order, judgment,
          or  decree  appointing, without the consent of the Obligor, a receiver
          of  the  whole  or any substantial part of the Obligor's property, and
          such  order,  judgment  or decree shall not be vacated or set aside or
          stayed  within  ninety  (90)  days  from  the  date  of entry thereof;

     (d)  if,  under  the  provisions  of any other law for the relief or aid of
          debtors,  any  court of competent jurisdiction shall assume custody or
          control of the whole or any substantial part of Obligor's property and
          such  custody or control shall not be terminated or stayed within (90)
          days  from  the  date  of  assumption  of  such custody or control; or

     (e)  if  (i)  the Obligor sells or otherwise transfers all or substantially
          all  of  its  assets  or  (ii)  merges  with  or  into another entity.


                                        2

<PAGE>

7.     Remedies.  In  case any one or more of the Events of Default specified in
       --------
Section  6  hereof shall have occurred and be continuing, the Holder may proceed
to protect and enforce its rights whether by suit and/or equity and/or by action
of  law,  whether  for  the  specific  performance  of any covenant or agreement
contained  in  this  Note or in aid of the exercise of any power granted in this
Note,  or the Holder may proceed to enforce the payment of all sums due upon the
Note  or  enforce  any  other  legal  or  equitable  right  of  the  Holder.

8.     Severability.  In  the  event  that one or more of the provisions of this
       ------------
Note  shall  for  any  reason  be  held invalid, illegal or unenforceable in any
respect,  such  invalidity,  illegality or unenforceability shall not affect any
other  provision  of  this  Note,  but  this  Note shall be construed as if such
invalid,  illegal  or  unenforceable  provision had never been contained herein.

9.     Governing Law. This Note and the right and obligations of the Obligor and
       -------------
the Holder shall be governed by and construed in accordance with the laws of the
State  of  North  Carolina.

     IN  WITNESS  WHEREOF, the OBLIGOR has signed and sealed this Note this 10th
day  of  December,  2002.
OBLIGOR:

                                   DAVID  R.  ALLISON


                                   By:  /s/  David  R.  Allison
                                   ------------------------
                                   David  R.  Allison



                                        3

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>6
<FILENAME>doc5.txt
<TEXT>
<PAGE>

                                                            EXHIBIT 5.1

                        KAPLAN GOTTBETTER & LEVENSON, LLP
                                630 THIRD AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 983-6900

January  21,  2003

CCP  Worldwide,  Inc.
6040-A  Six  Forks  Road,  Suite  179
Raleigh,  North  Carolina  27609

     RE:     CCP  WORLDWIDE,  INC.  (THE  "COMPANY")
             REGISTRATION  STATEMENT  ON  FORM  SB-2 FOR 1,995,000 SHARES
             OF COMMON STOCK

To  Whom  it  May  Concern:

     At  your  request, we have examined the Registration Statement on Form SB-2
(the  "Registration  Statement")  to be filed by CCP Worldwide, Inc., a Delaware
corporation  (the  "Company"),  with the Securities and Exchange Commission (the
"Commission")  on or about January 21, 2003, in connection with the registration
under  the  Securities  Act  of  1933,  as amended, of an aggregate of 1,995,000
shares  of  the  Company's Common Stock, of which 1,995,000 are presently issued
and  outstanding  (the  "Shares"),  all  of which will be sold or distributed by
certain  selling  security  holders  (the  "Selling  Security  Holders").

     In  rendering  this  opinion,  we  have  examined  the  following:

     -    the Registration Statement, together with the Exhibits filed as a part
          thereof or incorporated therein by reference;

     -    the minutes of meetings and actions by written consent of the
          stockholders and Board of Directors that are contained in the
          Company's minute books; and

     -    the Company's stock transfer ledger stating the number of the
          Company's issued and outstanding shares of capital stock as of January
          21, 2003.

     In  our  examination  of  documents  for  purposes of this opinion, we have
assumed,  and  express  no  opinion  as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to  us  as  originals,  the  conformity  to  originals  and  completeness of all
documents  submitted  to  us  as  copies,  the  legal capacity of all persons or
entities  executing  the  same,  the  lack  of  any  undisclosed  termination,
modification,  waiver  or  amendment  to any document reviewed by us and the due
authorization,  execution and delivery of all documents where due authorization,
execution  and  delivery  are  prerequisites  to  the  effectiveness  thereof.


<PAGE>

CCP Worldwide, Inc.
January 21, 2003
Page 2


     We  have  also  assumed  that the certificates representing the Shares have
been,  or  will  be  when  issued, properly signed by authorized officers of the
Company  or  their  agents.

     As  to matters of fact relevant to this opinion, we have relied solely upon
our  examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from records and documents
referred  to  above.  We have made no independent investigation or other attempt
to  verify the accuracy of any of such information or to determine the existence
or  non-existence of any other factual matters; however, we are not aware of any
facts  that  would  cause us to believe that the opinion expressed herein is not
accurate.

     Based  upon  the foregoing, it is our opinion that the Shares to be sold or
distributed  by  the  Selling  Security  Holders  pursuant  to  the Registration
Statement  are  validly  issued,  fully  paid  and  non-assessable.

     We  consent  to  the  use of this opinion as an exhibit to the Registration
Statement  and  further  consent  to  all  references  to  us,  if  any,  in the
Registration  Statement and any amendments thereto.  This opinion speaks only as
of  its  date  and  we  assume  no  obligation  to  update  this  opinion should
circumstances change after the date hereof.  This opinion is intended solely for
use  in  connection  with  the  issuance  and  sale  of  shares  subject  to the
Registration  Statement  and  is  not  to  be relied upon for any other purpose.

Very  truly  yours,

KAPLAN  GOTTBETTER  &  LEVENSON,  LLP

/s/KAPLAN  GOTTBETTER  &  LEVENSON,  LLP
- ----------------------------------------

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>7
<FILENAME>doc9.txt
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.1
                               CCP WORLDWIDE, INC.

                             2002 STOCK OPTION PLAN

                           ADOPTED SEPTEMBER 23, 2002

     1.     PURPOSE OF THE PLAN.  The CCP Worldwide, Inc. 2002 Stock Option Plan
            -------------------
(the  "Plan")  is  intended to advance the interests of CCP Worldwide, Inc. (the
"Company")  by  inducing  individuals,  and  eligible  entities  (as hereinafter
provided)  of  outstanding  ability  and  potential  to join and remain with, or
provide  consulting  or  advisory  services  to, the Company, by encouraging and
enabling eligible employees, non-employee Directors, consultants and advisors to
acquire proprietary interests in the Company, and by providing the participating
employees,  non-employee  Directors, consultants and advisors with an additional
incentive  to  promote  the  success  of  the  Company.  This is accomplished by
providing for the granting of "Options", which term as used herein includes both
"Incentive  Stock  Options"  and  "Nonstatutory  Stock  Options" (as hereinafter
defined)  to  employees,  non-employee  Directors,  consultants  and  advisors.

     2. ADMINISTRATION. The Plan shall be administered by the Board of Directors
        --------------
of  the  Company  (the "Board of Directors") or by a committee (the "Committee")
chosen  by  the Board of Directors.  Except as herein specifically provided, the
interpretation  and  construction  by the Board of Directors or the Committee of
any  provision  of the Plan or of any Option granted under it shall be final and
conclusive.  The  receipt  of  Options  by  Directors,  or  any  members  of the
Committee,  shall  not preclude their vote on any matters in connection with the
administration  or  interpretation  of  the  Plan.

     3.  SHARES  SUBJECT TO THE PLAN. The stock subject to Options granted under
        ----------------------------
the  Plan  shall  be  shares  of the Company's Common Stock, par value $.001 per
share  (the  "Common  Stock"),  whether  authorized  but unissued or held in the
Company's  treasury,  or  shares  purchased  from stockholders expressly for use
under  the  Plan.  The  maximum  number  of  shares of Common Stock which may be
issued  pursuant  to  Options  granted  under  the  Plan shall not exceed in the
aggregate  five  hundred  thousand  (500,000) shares, plus such number of Common
Stock  shares  issuable  upon  the  exercise  of  Reload Options (as hereinafter
defined)  granted  under  the Plan, subject to adjustment in accordance with the
provisions  of Section 13 hereof.  The Company shall at all times while the Plan
is  in force reserve such number of shares of Common Stock as will be sufficient
to  satisfy  the requirements of all outstanding Options granted under the Plan.
In the event any Option granted under the Plan shall expire or terminate for any
reason without having been exercised in full or shall cease for any reason to be
exercisable  in  whole or in part, the un-purchased shares subject thereto shall
again  be  available  for  Options  under  the  Plan.

     4.  PARTICIPATION. The class of individual or entity that shall be eligible
         -------------
to  receive  Options under the Plan shall be (a) with respect to Incentive Stock
Options  described  in  Section  6 hereof, all employees (including officers) of
either  the  Company  or any subsidiary corporation of the Company, and (b) with
respect  to  Nonstatutory  Stock  Options  described  in  Section  7 hereof, all
employees (including officers) and non-employee Directors of, or consultants and
advisors  to,  either  the Company or any subsidiary corporation of the Company;
provided,  however,  that Nonstatutory Stock Options shall not be granted to any

<PAGE>

such  consultants and advisors unless (i) bona fide services have been or are to
                                          ---- ----
be  rendered  by  such  consultant  or advisor and (ii) such services are not in
connection  with  the  offer  or  sale  of  securities  in  a  capital  raising
transaction.   For purposes of the Plan, for an entity to be an eligible entity,
it  must  be included in the definition of "employee" for purposes of a Form S-8
Registration  Statement  filed under the Securities Act of 1933, as amended (the
"Act").  The  Board  of  Directors or the Committee, in its sole discretion, but
subject  to  the  provisions  of  the  Plan,  shall  determine the employees and
non-employee  Directors of, and the consultants and advisors to, the Company and
its  subsidiary corporations to whom Options shall be granted, and the number of
shares  to  be  covered  by  each  Option, taking into account the nature of the
employment or services rendered by the individuals or entities being considered,
their  annual  compensation,  their  present  and potential contributions to the
success  of the Company, and such other factors as the Board of Directors or the
Committee  may  deem  relevant.

     5.  STOCK  OPTION  AGREEMENT.  Each  Option granted under the Plan shall be
         ------------------------
authorized by the Board of Directors or the Committee, and shall be evidenced by
a  Stock  Option  Agreement  which  shall  be executed by the Company and by the
individual or entity to whom such Option is granted.  The Stock Option Agreement
shall  specify  the  number  of shares of Common Stock as to which any Option is
granted, the period during which the Option is exercisable, the option price per
share  thereof,  and  such other terms and provisions not inconsistent with this
Plan.

     6.  INCENTIVE  STOCK  OPTIONS.  The Board of Directors or the Committee may
         -------------------------
grant  Options  under  the  Plan,  which  Options  are  intended  to  meet  the
requirements  of  Section  422  of the Internal Revenue Code of 1986, as amended
(the  "Code"),  and  which are subject to the following terms and conditions and
any  other terms and conditions as may at any time be required by Section 422 of
the  Code  (referred  to  herein  as  an  "Incentive  Stock  Option"):

          (a)  No  Incentive  Stock Option shall be granted to individuals other
than  employees  of  the  Company or of a subsidiary corporation of the Company.

          (b)  Each  Incentive Stock Option under the Plan must be granted prior
to the date which is ten (10) years from the date the Plan initially was adopted
by  the  Board  of  Directors  of  the  Company.

          (c)  The  option  price  of  the shares of Common Stock subject to any
Incentive  Stock  Option  shall  not  be  less than the fair market value of the
Common  Stock  at  the  time  such  Incentive Stock Option is granted; provided,
however,  if  an Incentive Stock Option is granted to an individual who owns, at
the  time  the Incentive Stock Option is granted, more than ten percent (10%) of
the  total  combined voting power of all classes of stock of the Company or of a
parent or subsidiary corporation of the Company (a "Principal Stockholder"), the
option  price  of  the  shares subject to the Incentive Stock Option shall be at
least  one  hundred  ten  percent  (110%) of the fair market value of the Common
Stock  at  the  time  the  Incentive  Stock  Option  is  granted.

                                        2
<PAGE>

          (d)  No  Incentive  Stock  Option  granted  under  the  Plan  shall be
exercisable  after  the expiration of ten (10) years from the date of its grant.
However,  if  an  Incentive  Stock Option is granted to a Principal Stockholder,
such  Incentive  Stock  Option  shall not be exercisable after the expiration of
five (5) years from the date of its grant.  Every Incentive Stock Option granted
under  the Plan shall be subject to earlier termination as expressly provided in
Section  12  hereof.

          (e)  For purposes of determining stock ownership under this Section 6,
the  attribution  rules  of  Section  424(d)  of  the  Code  shall  apply.

          (f)  For  purposes  of  the  Plan,  and  except  as otherwise provided
herein,  fair  market value shall be determined by the Board of Directors or the
Committee.  If  the  Common Stock is listed on a national securities exchange or
traded  on  the  over-the-counter market, fair market value shall be the closing
selling  price or, if not available, the closing bid price or, if not available,
the  high  bid  price  of  the  Common  Stock quoted on such exchange, or on the
over-the-counter  market as reported by The Nasdaq Stock Market ("Nasdaq") or if
the Common Stock is not listed on Nasdaq, then by the National Quotation Bureau,
Incorporated,  as  the  case may be, on the day immediately preceding the day on
which the Option is granted or exercised, as the case may be, or, if there is no
selling  or  bid price on that day, the closing selling price, closing bid price
or  high  bid price on the most recent day which precedes that day and for which
such  prices  are  available.

     7.  NONSTATUTORY STOCK OPTIONS. The Board of Directors or the Committee may
         ---------------------------
grant  Options under the Plan which are not intended to meet the requirements of
Section  422  of  the  Code,  as  well as Options which are intended to meet the
requirements of Section 422 of the Code but the terms of which provide that they
will  not  be  treated  as  Incentive  Stock  Options  (referred  to herein as a
"Nonstatutory  Stock  Options").  Nonstatutory  Stock  Options  which  are  not
intended  to meet those requirements shall be subject to the following terms and
conditions:

          (a)  A  Nonstatutory  Stock Option may be granted to any individual or
entity  eligible  to  receive  an Option under the Plan pursuant to Section 4(b)
hereof.

          (b)  The  option  price  of  the  shares  of Common Stock subject to a
Nonstatutory  Stock  Option shall be determined by the Board of Directors or the
Committee,  in its sole discretion, at the time of the grant of the Nonstatutory
Stock  Option; provided, however, the option price shall not be less than 85% of
the  fair  market  value  of  a share of Common Stock on the date of grant.  For
purposes of this Section 7(b), fair market value shall mean, if the Common Stock
is  publicly  traded, the closing trading price on the day preceding the date of
the  grant.

          (c)  A Nonstatutory Stock Option granted under the Plan may be of such
duration  as  shall  be  determined  by  the Board of Directors or the Committee
(subject  to  earlier  termination  as expressly provided in Section 11 hereof).

     8.  RELOAD  FEATURE.  The  Board  of  Directors  or the Committee may grant
          --------------
Options with a reload feature. A reload feature shall only apply when the option
price  is  paid by delivery of Common Stock (as set forth in Section 13(b)(ii)).
The  Stock  Option Agreement for the Options containing the reload feature shall

                                        3
<PAGE>

provide that the Option holder shall receive, contemporaneously with the payment
of  the  option  price  in  shares  of  Common Stock, a reload stock option (the
"Reload  Option") to purchase that number of shares of Common Stock 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.  The  terms of the Plan applicable to the
Option  shall  be  equally  applicable  to  the Reload Option with the following
exceptions:  (i) the option price per share of Common Stock deliverable upon the
exercise  of  the  Reload Option, (A) in the case of a Reload Option which is an
Incentive  Stock  Option  being granted to a Principal Stockholder, shall be one
hundred  ten  percent (110%) of the fair market value of a share of Common Stock
on the date of grant of the Reload Option and (B) in the case of a Reload Option
which  is  an  Incentive  Stock  Option  being  granted to a person other than a
Principal  Stockholder  or  is  a  Nonstatutory  Stock Option, shall be the fair
market  value  of  a  share  of  Common Stock on the date of grant of the Reload
Option;  and  (ii) the term of the Reload Option shall be equal to the remaining
option  term  of  the  Option (including a Reload Option) which gave rise to the
Reload  Option. The Reload Option shall be evidenced by an appropriate amendment
to  the  Stock  Option  Agreement  for  the Option which gave rise to the Reload
Option. In the event the exercise price of an Option containing a reload feature
is  paid  by  check  and not in shares of Common Stock, the reload feature shall
have  no  application  with  respect  to  such  exercise.

     9.  RIGHTS  OF  OPTION  HOLDERS. The holder of any Option granted under the
         ---------------------------
Plan  shall  have  none of the rights of a stockholder with respect to the stock
covered  by  his  Option  until  such stock shall be transferred to him upon the
exercise  of  his  Option.

     10.     ALTERNATE  STOCK  APPRECIATION  RIGHTS.
             --------------------------------------

          (a)  Concurrently  with,  or  subsequent  to,  the award of any Option
to  purchase  one  or more shares of Common Stock, the Board of Directors or the
Committee may, in its sole discretion, subject to the provisions of the Plan and
such  other  terms and conditions as the Board of Directors or the Committee may
prescribe,  award  to  the  optionee  with respect to each share of Common Stock
covered  by an Option ("Related Option"), a related alternate stock appreciation
right  ("SAR"),  permitting  the  optionee  to  be  paid the appreciation on the
Related  Option  in  lieu of exercising the Related Option.  An SAR granted with
respect  to  an Incentive Stock Option must be granted together with the Related
Option.  An  SAR  granted  with  respect  to  a Nonstatutory Stock Option may be
granted  together  with,  or  subsequent  to,  the grant of such Related Option.

          (b)  Each  SAR granted under the Plan shall be authorized by the Board
of  Directors or the Committee, and shall be evidenced by an SAR Agreement which
shall  be  executed  by the Company and by the individual or entity to whom such
SAR is granted.  The SAR Agreement shall specify the period during which the SAR
is  exercisable,  and  such other terms and provisions not inconsistent with the
Plan.

          (c)  An  SAR  may  be  exercised  only  if  and to the extent that its
Related  Option  is eligible to be exercised on the date of exercise of the SAR.
To  the  extent that a holder of an SAR has a current right to exercise, the SAR

                                        4
<PAGE>

may  be  exercised  from  time  to time by delivery by the holder thereof to the
Company  at  its  principal office (attention: Secretary) of a written notice of
the  number  of shares with respect to which it is being exercised.  Such notice
shall  be  accompanied  by  the  agreements  evidencing  the SAR and the Related
Option.  In  the  event the SAR shall not be exercised in full, the Secretary of
the  Company  shall endorse or cause to be endorsed on the SAR Agreement and the
Related  Option  Agreement  the  number  of  shares  which  have  been exercised
thereunder  and  the  number of shares that remain exercisable under the SAR and
the Related Option and return such SAR and Related Option to the holder thereof.

          (d)  The amount of payment to which an optionee shall be entitled upon
the  exercise  of  each  SAR shall be equal to one hundred percent (100%) of 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 Related Option;
provided,  however,  the  Company may, in its sole discretion, withhold from any
such  cash  payment any amount necessary to satisfy the Company's obligation for
withholding  taxes  with  respect  to  such  payment.

          (e)  The amount payable by the Company to an optionee upon exercise of
an  SAR  may,  in  the  sole  determination of the Company, be paid in shares of
Common  Stock, cash or a combination thereof, as set forth in the SAR Agreement.
In  the  case of a payment in shares, the number of shares of Common Stock to be
paid  to an optionee upon such optionee's exercise of an SAR shall be determined
by dividing the amount of payment determined pursuant to Section 10(d) hereof by
the  fair  market  value of a share of Common Stock on the exercise date of such
SAR.  For  purposes  of  the Plan, the exercise date of an SAR shall be the date
the  Company  receives written notification from the optionee of the exercise of
the  SAR  in accordance with the provisions of Section 10(c) hereof.  As soon as
practicable after exercise, the Company shall either deliver to the optionee the
amount  of  cash  due  such  optionee  or a certificate or certificates for such
shares  of  Common  Stock.  All  such shares shall be issued with the rights and
restrictions  specified  herein.

          (f)  SARs  shall  terminate  or expire upon the same conditions and in
the  same  manner as the Related Options, and as set forth in Section 12 hereof.

          (g)  The  exercise  of any SAR shall cancel and terminate the right to
purchase  an  equal  number  of  shares  covered  by  the  Related  Option.

          (h)  Upon  the  exercise or termination of any Related Option, the SAR
with  respect to such Related Option shall terminate to the extent of the number
of  shares  of  Common  Stock  as  to  which the Related Option was exercised or
terminated.

          (i)  An  SAR granted pursuant to the Plan shall be exercisable only by
the  optionee  hereof  during  the  optionee's  lifetime  and,  subject  to  the
provisions  of  Section  10(f)  hereof.

          (j)  An  SAR  granted  pursuant  to  the  Plan  shall not be assigned,
transferred,  pledged or hypothecated in any way (whether by operation of law or
otherwise)  and  shall  not  be  subject  to  execution,  attachment, or similar
process.  Any  attempted  transfer,  assignment, pledge, hypothecation, or other

                                        5
<PAGE>

disposition  of  any  SAR  or  of  any rights granted thereunder contrary to the
foregoing  provisions  of  this  Section 10(j), or the levy of any attachment or
similar  process  upon  an  SAR  or  such  rights,  shall  be  null  and  void.

     11.  TRANSFERABILITY.  No  Option  granted  under  the  Plan  shall  be
          ---------------
transferable  by  the individual or entity to whom it was granted otherwise than
by  will  or  the  laws of descent and distribution, and, during the lifetime of
such  individual, shall not be exercisable by any other person, but only by him.

     12.     TERMINATION  OF  EMPLOYMENT  OR  DEATH.
             --------------------------------------

          (a)  Subject  to  the  terms  of  the  Stock  Option Agreement, if the
employment of an employee by, or the services of a non-employee Director for, or
consultant or advisor to, the Company or a subsidiary corporation of the Company
shall  be  terminated  for  cause  or  voluntarily by the employee, non-employee
Director,  consultant or advisor, then his or its Option shall expire forthwith.
Subject  to  the  terms of the Stock Option Agreement, and except as provided in
subsections (b) and (c) of this Section 12, if such employment or services shall
terminate  for  any  other reason, then such Option may be exercised at any time
within  three  (3)  months  after such termination, subject to the provisions of
subsection  (d)  of this Section 12. For purposes of the Plan, the retirement of
an  individual  either  pursuant  to a pension or retirement plan adopted by the
Company  or  at  the  normal retirement date prescribed from time to time by the
Company  shall be deemed to be termination of such individual's employment other
than  voluntarily  or  for  cause.  For  purposes  of  this  subsection  (a), an
employee,  non-employee Director, consultant or advisor who leaves the employ or
services  of the Company to become an employee or non-employee Director of, or a
consultant  or  advisor  to,  a  subsidiary  corporation  of  the  Company  or a
corporation  (or  subsidiary or parent corporation of the corporation) which has
assumed  the  Option of the Company as a result of a corporate reorganization or
the  like shall not be considered to have terminated his employment or services.

          (b)  Subject to the terms of the Stock Option Agreement, if the holder
of  an  Option  under the Plan dies (i) while employed by, or while serving as a
non-employee  Director  for  or  a  consultant  or  advisor to, the Company or a
subsidiary corporation of the Company, or (ii) within three (3) months after the
termination of his employment or services other than voluntarily by the employee
or  non-employee Director, consultant or advisor, or for cause, then such Option
may,  subject  to  the  provisions  of  subsection  (d)  of  this Section 12, be
exercised  by the estate of the employee or non-employee Director, consultant or
advisor,  or  by  a  person  who  acquired  the right to exercise such Option by
bequest  or  inheritance  or  by  reason  of  the  death  of  such  employee  or
non-employee  Director,  consultant  or  advisor at any time within one (1) year
after  such  death.

          (c)  Subject to the terms of the Stock Option Agreement, if the holder
of  an  Option under the Plan ceases employment or services because of permanent
and  total disability (within the meaning of Section 22(e)(3) of the Code) while
employed  by,  or  while serving as a non-employee Director for or consultant or
advisor  to,  the  Company or a subsidiary corporation of the Company, then such
Option  may,  subject to the provisions of subsection (d) of this Section 12, be
exercised  at  any time within one (1) year after his termination of employment,

                                        6
<PAGE>

termination  of  Directorship or termination of consulting or advisory services,
as  the  case  may  be,  due  to  the  disability.

          (d)  An Option may not be exercised pursuant to this Section 12 except
to the extent that the holder was entitled to exercise the Option at the time of
termination  of  employment,  termination  of  Directorship,  termination  of
consulting or advisory services, or death, and in any event may not be exercised
after  the  expiration  of  the  Option.

          (e)  For  purposes  of this Section 12, the employment relationship of
an employee of the Company or of a subsidiary corporation of the Company will be
treated as continuing intact while he is on military or sick leave or other bona
fide  leave  of absence (such as temporary employment by the Government) if such
leave  does  not exceed ninety (90) days, or, if longer, so long as his right to
reemployment  is  guaranteed  either  by  statute  or  by  contract.

     13.  EXERCISE  OF  OPTIONS.
          ---------------------

          (a)  Unless  otherwise  provided  in  the  Stock Option Agreement, any
Option  granted  under the Plan shall be exercisable in whole at any time, or in
part  from  time  to  time,  prior  to expiration. The Board of Directors or the
Committee, in its absolute discretion, may provide in any Stock Option Agreement
that  the exercise of any Options granted under the Plan shall be subject (i) to
such  condition or conditions as it may impose, including, but not limited to, a
condition  that  the  holder  thereof  remain  in  the  employ or service of, or
continue  to  provide  consulting  or  advisory  services  to,  the Company or a
subsidiary  corporation  of the Company for such period or periods from the date
of  grant  of  the  Option  as  the  Board of Directors or the Committee, in its
absolute  discretion,  shall  determine;  and (ii) to such limitations as it may
impose,  including,  but  not  limited  to, a limitation that the aggregate fair
market  value  of the Common Stock with respect to which Incentive Stock Options
are  exercisable  for  the  first  time by any employee during any calendar year
(under  all  plans  of  the  Company and its parent and subsidiary corporations)
shall  not  exceed one hundred thousand dollars ($100,000).  In addition, in the
event  that  under any Stock Option Agreement the aggregate fair market value of
the  Common  Stock with respect to which Incentive Stock Options are exercisable
for  the first time by any employee during any calendar year (under all plans of
the  Company  and  its  parent  and subsidiary corporations) exceeds one hundred
thousand  dollars  ($100,000), the Board of Directors or the Committee may, when
shares  are  transferred  upon  exercise of such Options, designate those shares
which shall be treated as transferred upon exercise of an Incentive Stock Option
and  those  shares  which  shall  be  treated  as transferred upon exercise of a
Nonstatutory  Stock  Option.

          (b)  An  Option  granted  under  the  Plan  shall  be exercised by the
delivery by the holder thereof to the Company at its principal office (attention
of  the  Secretary)  of  written  notice of the number of shares with respect to
which  the  Option  is  being  exercised.  Such  notice shall be accompanied, or
followed within ten (10) days of delivery thereof, by payment of the full option
price  of  such  shares,  and  payment of such option price shall be made by the
holder's  delivery  of  (i)  his check payable to the order of the Company, (ii)
previously  acquired  Common  Stock,  the  fair  market  value of which shall be
determined  as  of  the  date  of  exercise,  (iii)  by "cash-less" exercise, if

                                        7
<PAGE>

cash-less exercise is otherwise permitted by the Stock Option Agreement, or (iv)
by  the  holder's  delivery  of  any  combination of the foregoing (i), (ii) and
(iii).

     14.  ADJUSTMENT  UPON  CHANGE  IN  CAPITALIZATION.
          --------------------------------------------

          (a)  In  the  event  that  the  outstanding  Common Stock is hereafter
changed  by  reason  of reorganization, merger, consolidation, recapitalization,
reclassification,  stock  split-up,  combination of shares, reverse split, stock
dividend  or  the  like, an appropriate adjustment shall be made by the Board of
Directors or the Committee in the aggregate number of shares available under the
Plan,  in the number of shares and option price per share subject to outstanding
Options,  and  in  any  limitation  on  exerciseability  referred  to in Section
13(a)(ii)  hereof which is set forth in outstanding Incentive Stock Options.  If
the  Company  shall  be  reorganized,  consolidated,  or  merged  with  another
corporation,  the  holder  of  an  Option  shall be entitled to receive upon the
exercise  of  his Option the same number and kind of shares of stock or the same
amount  of  property,  cash  or  securities  as  he  would have been entitled to
receive  upon  the  happening  of  any  such  corporate event as if he had been,
immediately  prior  to such event, the holder of the number of shares covered by
his  Option; provided, however, that in such event the Board of Directors or the
Committee  shall  have  the  discretionary power to take any action necessary or
appropriate  to  prevent  any  Incentive Stock Option granted hereunder which is
intended to be an "incentive stock option" from being disqualified as such under
the  then  existing  provisions  of  the  Code  or any law amendatory thereof or
supplemental  thereto.

          (b)  Any  adjustment  in  the  number  of  shares  shall  apply
proportionately to only the unexercised portion of the Option granted hereunder.
If  fractions  of  a share would result from any such adjustment, the adjustment
shall  be  revised  to  the  next  lower  whole  number  of  shares.

     15.  FURTHER  CONDITIONS  OF  EXERCISE.
          ---------------------------------

          (a)  Unless  prior  to  the  exercise  of  the  Option  the  shares
issuable  upon  such  exercise  have  been  registered  with  the Securities and
Exchange  Commission  pursuant  to  the  Act,  the  notice  of exercise shall be
accompanied  by a representation or agreement of the person or estate exercising
the  Option to the Company to the effect that such shares are being acquired for
investment  purposes  and  not with a view to the distribution thereof, and such
other  documentation as may be required by the Company, unless in the opinion of
counsel  to  the  Company such representation, agreement or documentation is not
necessary  to  comply  with  such  Act.

          (b)  The  Company  shall  not be obligated to deliver any Common Stock
until  it  has  been  listed  on each securities exchange or market on which the
Common  Stock  may then be listed or until there has been qualification under or
compliance  with such federal or state laws, rules or regulations as the Company
may  deem  applicable.  The  Company shall use reasonable efforts to obtain such
listing,  qualification  and  compliance.

                                        8
<PAGE>


     16.  EFFECTIVENESS  OF  THE  PLAN.  The  Plan shall become operative and in
          ----------------------------
effect  on  such date as shall be fixed by the Board of Directors of the Company
in  its  sole  discretion  following  approval  by  vote  of  the holders of the
outstanding  voting  common  shares  of  the  Company.

     17.  TERMINATION,  MODIFICATION  AND  AMENDMENT.
          ------------------------------------------

          (a)  The  Plan  (but  not  the  Options  or  SARs  granted pursuant to
the  Plan)  shall terminate on a date within ten (10) years from the date of its
adoption  by  the  Board  of  Directors of the Company, or sooner as hereinafter
provided,  and  no  Option  shall  be  granted  after  termination  of the Plan.

          (b)  The  Plan  may  from  time  to  time  be terminated, modified, or
amended  by the affirmative vote of the holders of a majority of the outstanding
shares  of capital stock of the Company present at a meeting of shareholders and
entitled  to  vote  thereon  (or,  in  the  case of action by written consent, a
majority  of  the outstanding shares of capital stock of the Company entitled to
vote  thereon).

          (c)  The  Board  of  Directors  may  at  any  time,  on  or before the
termination  date  referred  to  in Section 17(a) hereof, terminate the Plan, or
from  time  to  time make such modifications or amendments to the Plan as it may
deem  advisable;  provided,  however,  that  the  Board  of Directors shall not,
without  approval  by  the  affirmative vote of the holders of a majority of the
outstanding  shares  of  capital  stock  of  the Company present at a meeting of
shareholders  and entitled to vote thereon (or, in the case of action by written
consent,  a  majority  of the outstanding shares of capital stock of the Company
entitled  to vote thereon), increase (except as otherwise provided by Section 14
hereof)  the maximum number of shares as to which Incentive Stock Options may be
granted hereunder, change the designation of the employees or class of employees
eligible  to  receive  Incentive  Stock  Options, or make any other change which
would  prevent any Incentive Stock Option granted hereunder which is intended to
be  an  "incentive  stock  option"  from  disqualifying  as  such under the then
existing  provisions  of  the Code or any law amendatory thereof or supplemental
thereto.

          (d)  No  termination,  modification,  or  amendment  of  the Plan may,
without  the  consent  of the individual or entity to whom any Option shall have
been  granted,  adversely  affect  the  rights  conferred  by  such  Option.

     18.  NOT  A CONTRACT OF EMPLOYMENT. Nothing contained in the Plan or in any
          ------------------------------
Stock  Option  Agreement executed pursuant hereto shall be deemed to confer upon
any  individual  or  entity to whom an Option is or may be granted hereunder any
right  to  remain  in  the  employ  or  service  of  the Company or a subsidiary
corporation  of  the  Company  or  any  entitlement to any remuneration or other
benefit  pursuant  to  any  consulting  or  advisory  arrangement.

     19.  USE  OF  PROCEEDS.  The  proceeds  from the sale of shares pursuant to
          -----------------
Options  granted  under  the Plan shall constitute general funds of the Company.

     20. INDEMNIFICATION OF BOARD OF DIRECTORS OR COMMITTEE. In addition to such
         --------------------------------------------------
other  rights  of  indemnification as they may have, the members of the Board of
Directors  or  the  Committee,  as  the case may be, shall be indemnified by the

                                        9
<PAGE>

Company  to  the  extent  permitted  under  applicable law against all costs and
expenses  reasonably  incurred  by  them in connection with any action, suit, or
proceeding  to  which they or any of them may be a party by reason of any action
taken  or  failure  to  act  under  or in connection with the Plan or any rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid  by  them  in  satisfaction  of  a  judgment  of  any  such action, suit or
proceeding,  except  a  judgment  based  upon  a finding of bad faith.  Upon the
institution  of  any  such action, suit, or proceeding, the member or members of
the  Board  of  Directors or the Committee, as the case may be, shall notify the
Company  in writing, giving the Company an opportunity at its own cost to defend
the  same  before  such member or members undertake to defend the same on his or
their  own  behalf.

     21.  DEFINITIONS.  For purposes of the Plan, the terms "parent corporation"
          -----------
and  "subsidiary  corporation"  shall  have  the  meanings set forth in Sections
424(e) and 424(f) of the Code, respectively, and the masculine shall include the
feminine  and  the  neuter  as  the  context  requires.

     22. GOVERNING LAW. The Plan shall be governed by, and all questions arising
         -------------
hereunder  shall  be determined in accordance with, the laws of the State of New
York.


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>8
<FILENAME>doc6.txt
<TEXT>
<PAGE>
                                                                    EXHIBIT 21.1
                                                                    ------------
                              LIST OF SUBSIDIARIES

           Custom Craft Packaging, Inc., a North Carolina corporation

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>9
<FILENAME>doc7.txt
<TEXT>
<PAGE>
                                                                    Exhibit 23.1





                         Consent of Independent Auditors


We hereby consent to the use in this Registration of Securities by a
Small-Business Issuer (Form SB-2) of our report dated November 20, 2002 relating
to the audited financial statements of CCP Worldwide, Inc. and Subsidiary as of
December 31, 2001 and for the years ended December 31, 2001 and 2000 which
appear in such Form SB-2.  We also consent to the reference to us under the
headings "Experts" in such Form SB-2.


/s/ Rogoff & Company, P.C.

New York, New York
January 21, 2003

<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
