<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
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                                                                    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

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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


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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
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     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.

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                                   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




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