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



    As filed with the Securities and Exchange Commission on July 2, 2003
                                           Registration Statement No. 333-102629
================================================================================

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

                               ------------------
                          PRE-EFFECTIVE AMENDMENT NO.2
                                       TO
                                    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)

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

                          Corporation Service Company
                              2711 Centerville Road
                                    Suite 400
                           Wilmington, Delaware 19808
                                  (800)927-9800
            (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.
                            Gottbetter & Partners, 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.



<PAGE>

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

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.

     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.

     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

Determination of Offering Price . . . . . . . . . . . . . . . . . . . . . .    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  raw  material  used  by
fabricators  in the production of many and various foam products such as medical
devices,  toys,  automotive  parts, plumbing components, floatation products and
industrial  applications. Foam fabricators utilize the raw material cross-linked
polyethylene  in the design and development of these end use products by working
with  their  own  engineering  staff  in  conjunction  with  end  use customers.

     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. Neither CCP nor Custom Craft
have  any  manufacturing  experience.  CCP  is located at 6040-A Six Forks Road,
Suite  179, Raleigh, North Carolina 27609; CCP`s phone number is (919) 872-0401.

                                  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. This selected financial data relates to CCP`s
box  brokerage  operations  and  is  not  indicative  of  CCP`s  proposed future
manufacturing operations that will require additional funding of $4,500,000. The
following  statement  of income data for the years ended December 31, 2002, 2001
and  2000  and the balance sheet data as of December 31, 2002, 2001 and 2000 are
devices  from  the  audited financial statements of CCP Worldwide, Inc.

     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>


                                      YEARS ENDED DECEMBER 31,
                                 ----------- --------- ---------
                                   2002         2001      2000
                                 ----------  --------- ---------


STATEMENT OF INCOME DATA:
-------------------------
<S>                              <C>          <C>       <C>
NET SALES                        $  288,919  $ 399,848 $ 486,989
COST OF SALES                       244,733    344,511   413,291
                                 ----------  --------- ---------
GROSS MARGIN                         44,186     55,337    73,698
                                 ----------  --------- ---------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
 EXECUTIVE COMPENSATION              19,400  $  34,675 $  59,796
OTHER                                48,480  $  21,656 $  13,807
DEPRECIATION                             87         55        95
                                 ----------  --------- ---------
TOTAL EXPENSES                       67,967     56,386    73,698
                                 ----------  --------- ---------

(LOSS)/INCOME BEFORE INCOME TAXES  (23,781)    (1,049)        -
                                 ----------  --------- ---------

INCOME TAXES-
    CURRENT:
FEDERAL                                   -          -         -
STATE                                   350        100       100
                                 ----------  --------- ---------
TOTAL INCOME TAXES                      350        100       100
                                 ----------  --------- ---------


(LOSS)/NET INCOME                $  (24,131) $  (1,149)$    (100)
                                 ==========  ========= =========

</TABLE>


<TABLE>
<CAPTION>


                                     YEARS ENDED DECEMBER 31,
                                 ----------- ---------  ----------
                                   2002         2001       2000
                                 ----------  ---------  ---------


BALANCE SHEET DATA
------------------
<S>                              <C>          <C>        <C>
TOTAL CURRENT ASSETS             $  161,095  $  53,556  $  54,583
TOTAL OTHER ASSETS                        -         87       142
                                 ----------  ---------  ---------
TOTAL ASSETS                     $  161,095  $  53,643  $  54,725
                                 ==========  =========  =========


TOTAL CURRENT LIABILITIES            44,402     54,788     54,821

TOTAL SHAREHOLDERS` EQUITY
(DEFICIT)                           116,693     (1,145)       (96)
                                 ----------  ---------  ---------


TOTAL LIABILITIES AND
SHAREHOLDERS` EQUITY             $  161,095  $  53,643  $  54,725
                                 ==========  =========  =========

</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  EXPERIENCE IN, OR REVENUES FROM, THE MANUFACTURING OF CROSS-LINKED
POLYETHYLENE  FOAM, 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,  neither  CCP nor its operating subsidiary Custom Craft
Packaging  have  experience  in,  or  revenues  from,  the  manufacturing  of
cross-linked  polyethylene  foam.  This  lack  of  manufacturing  experience and
revenues  may  make  it  more  difficult for CCP to succeed as a manufacturer of
cross-linked  polyethylene foam. Therefore, you may lose all of your investment.

UNLESS  WE  RAISE  AN  ADDITIONAL  $4,500,000 TO BEGIN OPERATIONS TO MANUFACTURE
CROSS-LINKED  POLYETHYLENE  FOAM,  YOU  MAY  LOSE  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  TWO  PRIVATE OFFERINGS OF OUR COMMON STOCK IN 2003 TO RAISE AN
ADDITIONAL $4,500,000, WHICH WILL FURTHER DILUTE YOUR OWNERSHIP INTEREST IN CCP.

     We  plan  to  do two private offerings of our common stock in 2003. We will
seek to raise an additional $4,500,000, which will further dilute your ownership
interest  in  CCP.  We have no commitments from any funding sources to raise the
additional  $4,500,000 needed in 2003. We do not know what the offering price of
the  stock  may  be.

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.

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.

                                        5

<PAGE>


WE MAY NOT QUALIFY FOR OVER-THE-COUNTER ELECTRONICS BULLETINS 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.

OUR  PRESIDENT  AND  CHAIRMAN  OF  THE  BOARD  OF  DIRECTORS  BENEFICIALLY  OWNS
APPROXIMATELY  60%  OF  OUR  STOCK;  HIS  INTERESTS  COULD  CONFLICT WITH YOURS;
SHAREHOLDERS  MAY  BE  UNABLE  TO  EXERCISE  CONTROL.

     As of July 1, 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.


OUR  PRESIDENT  AND  CHAIRMAN  OF  THE  BOARD  OF  DIRECTORS  BENEFICIALLY  OWNS
APPROXIMATELY  60%  OF  OUR  STOCK; SIGNIFICANT SALES OF STOCK HELD BY HIM COULD
HAVE  A  NEGATIVE  EFFECT  ON  OUR  STOCK  PRICE.




                                        6
<PAGE>

     As of July 1, 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, sales of significant amounts of shares held by Mr. Allison,
or  the  prospect of these sales, could adversely affect the market price of our
common  stock.

              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",
"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.

                        DETERMINATION OF OFFERING PRICE

There is no established public market for the common stock being registered. CCP
arbitrarily  determined  the  proposed  offering  price  per  share.

                                 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  March 31, 2003.

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

Total  Liabilities. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .. . ..   $    35,585
Stockholders`  equity:
   Common stock, $.001 par value; authorized 100,000,000 shares,
      issued and outstanding  4,995,000  shares. . . . . . . . . . . . . . . . . . . . .         4,995
   Preferred  stock,  $.0001  par  value;  authorized 5,000,000 shares, issued and
      outstanding  -0-. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .             0
   Additional  paid-in  capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .        136,181
   Retained earnings  (deficit). . . . . . . . . . . . . . . . . . . . .  . . . . . . .        (99,263)
   Total  shareholders`  equity . . . . . . . . . . . . . . . . . . . . . . . . . . . ..        41,913
Total  capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        77,498
</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.

PLAN OF OPERATIONS FOR THE NEXT TWELVE MONTHS

CCP`s plan of operations for the next twelve months is as follows:

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

                                 MILESTONES                                           COSTS

3th Quarter 2003-
------------------
1.   Evaluate plans and specifications of major equipment for                         None
     manufacturing
2.   Evaluate and detail "Plan of Operations" None

4th Quarter 2003-
-----------------
3.   Establish terms and initiate Private Offering of CCP's                           $25,000
     common stock to raise $1,500,000
4.   Interview, select and hire financial manager and sales                           $15,000-$18,000/mo.
     manager-salaries (following completion of #3)
5.   Locate and evaluate alternative sites for manufacturing facility                 None
6.   Select temporary office and warehouse facility-rental costs                      $4,000-$6,000/mo.
7.   Purchase cross-linked polyethylene products from                                 $50,000-$100,000
     manufacturer that represent the products CCP will be
     manufacturing, to introduce and sell in our market, i.e.
     initiate establishment of market presence

CCP anticipates generating revenue from these purchased products during the
first quarter of 2004.

1st Quarter 2004-
-----------------
8.   Establish terms and initiate second Private Offering of CCP's                    $25,000
     common stock to raise $3,000,000
9.   Interview, select and hire production manager-salary (following                  $6,000-$8,000/mo.
     completion of #8)
10.  Select manufacturing facility and initiate preparation for                       $20,000-$30,000/mo.
     production-lease expense
11.  Process environmental permits- permit fees for air, water and solid waste        $1,165
12.  Process building and electrical permits                                          $1,000-$2,000
13.  Develop Company web site                                                         $4,000-$8,000

                                        8
<PAGE>

2nd Quarter 2004-
-----------------
14.  Place order for major manufacturing equipment                                    $2.3 to $2.6 million
15.  Order equipment for "facility and related equipment"                             $150,000
16.  Order support equipment                                                          $380,000
17.  Order office equipment and computers                                             $80,000
18.  Interview, select and hire chemist and quality control
     manager-salary                                                                   $6,000-$8,000/mo.
19.  Prepare processes and procedures for production-purchase                         $5,000-$10,000
     related manuals and products
20.  Develop sales catalogues and materials-purchase from printer                     $10,000-$12,000

</TABLE>

In the third quarter of 2004, the Company anticipates the start-up of operations
and the generation of revenue from these operations.


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, 2002 AND 2001 AND FOR THE THREE
MONTHS ENDED MARCH 31, 2003 AND 2002

     Net Sales. Net sales fell from $399,848 for the year ended December 31,
2001 to $288,919 for the year ended December 31, 2002. Net sales for the three
months ended March 31, 2002 were $101,060, compared to the three months ended
March 31, 2003 which were $47,819. CCP believes that this decrease was a result
of the general economic downturn, the loss of a significant amount of business
from a major customer, Carolina Classic Catfish, and possibly in part related to
the terrorist attacks of September 11, 2001. For example, in 2001 CCP had sales
of $18,470 to Valcor, Inc., whereas in 2002 CCP had no sales to Valcor, Inc.

<PAGE>

     Cost of Sales. Cost of sales decreased from $344,511 in 2001 to $244,733 in
2002. Cost of sales for the three months ended March 31, 2002 were $90,122
compared to the three months ended March 31, 2003, which were $38,950. This
decrease reflected CCP`s decrease in sales volume. CCP`s gross profit margin for
the year end 2001 was 14% of net sales, compared to 15% for the year end 2002.

     Selling, General and Administrative Expenses. Executive Compensation
expenses remained constant at $45,000 the year ended December 31, 2001 to the
year ended December 31, 2002. However, other expenses increased from $21,656 for
year ended December 31, 2001 to $38,480 for the year ended December 31, 2002.
The increase in other expenses was largely due to the legal and accounting costs
related to the creation of CCP and this registration statement.

Shareholder compensation for the three months ended March 31, 2002 was $11,250
compared to the three months ended March 31, 2003 which was $32,814. This
increase was due to additional duties and responsibilities in part related to
planning CCP's new business. Other expenses for the three months ended March 31,
2002 were $2,130 compared to the three months ended March 31, 2003 were $50,360.
This increase was due to legal and accounting expenses related to this
registration statement and increased payroll taxes related to increased
shareholder compensation.

     Income Taxes. These minimal taxes, $475 for the three months ended March
31, 2003, and $350 for the year ended December 31, 2002 and $100 for the year
ended December 31, 2001, were North Carolina corporate taxes.

     Net Loss. Net loss increased from $11,474 in 2001 to $39,731 in 2002,
reflecting decreased sales and increased expenses from 2001 to 2002. Net loss
for the three months ended March 31, 2002 was $2,442 compared to a net loss for
the three months ended March 31, 2003 which was $74,780. This loss was due in
part to increased shareholder compensation and legal and accounting expenses
related to this registration statement.

LIQUIDITY AND CAPITAL RESOURCES

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

<PAGE>
CCP had a net loss of $11,474 for the year ended December 31, 2001 compared to a
net loss of $39,731 for the year ended December 31, 2002. This increase in net
loss was attributable to a decrease in net sales in 2002 and an increase in
legal and accounting expenses incurred in the fourth quarter of 2002 related to
this registration statement. CCP had net loss of $2,442 for the three months
ended March 31, 2002 compared to a net loss of $74,780 for the three months
ended March 31, 2003. This loss was attributable to a decrease in net sales and
a significant increase in legal and accounting expenses, as referenced.


Shareholder compensation remained constant at $45,000 for the years ended
December 31, 2001 and 2002.

Accounts receivables for the year ended December 31, 2002 was $20,051. Accounts
receivable for three months ended March 31, 2003 were $22,110.

Payroll taxes were $5,324 for the three month period ended March 31, 2003 and
were non existent in prior periods due to the Company's prior status as a
Subchapter "S" corporation.

     Net Cash provided by operating activities was $970 for the year ended
December 31, 2002, compared to $46,708 provided for the year ended December 31,
2001. This decrease is attributed to the decrease in sales and increase in
expenses from 2001 to 2002. One customer, Carolina Classic Catfish, accounted
for 61% of accounts receivable at December 31, 2001 and 43% ($9,667) at December
31, 2002. Another, customer Vital Source Technologies, accounted for 57% of
accounts receivable ($12,619) at December 31, 2002. These customers have been
paying within terms, which is within 30 days. Customer payment on average has
been 30 to 35 days from the date of the invoice.

Net cash used in operating activities for the three months ended March 31, 2002
was $10,929 compared to the three months ended March 31, 2003 which was $85,656.
This increase was due in part to increased shareholder compensation and legal
and accounting expenses related to this registration statement.

     Cash flows from financing activities were derived from common stock issued
for cash, which resulted in an inflow of $139,469 for the year ended December
31, 2002. From November 2002 to December, 2002, CCP sold 1,945,000 shares of its
common stock at $.10 per share for a total of $194,500 against which $55,031 of
placement costs were charged. The sales were a private transaction. There were
no CCP stock sales in 2001 or 2003. Dividends to shareholder for the year ended
December 31, 2001 were $34,675 compared to the year ended December 31, 2002
which was $19,400. There were no dividends to shareholder in the three months
ended March 31, 2002 or the three months ended March 31, 2003.

     As of December 31, 2002, CCP had $133,927 in cash, compared to $48,271 at
March 31, 2002. This increase in cash was due to the private sale of CCP`s stock
in 2002, as described above.

     CCP has no material commitments for capital expenditures.

     The cost of this Form SB-2 securities registration statement is estimated
to be approximately $70,255; $55,031 has been paid from the proceeds of the
private equity offering that CCP conducted from November 2002 to December 2002.
The value will be charged to expenses as incurred.

     CCP requires additional capital of approximately $4,500,000 to begin the
manufacture of cross-linked polyethylene foam. CCP will seek to sell additional
equity securities through two private offerings. CCP will seek to raise
$1,500,000 in the fourth quarter of 2003, and $3,000,000 in the first quarter of
2004. CCP anticipates doing these offerings on a `best-efforts` basis. CCP does
not have any commitment from any sources to raise this capital. The sale of
additional equity securities will result in 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.

                                        9
<PAGE>

     If CCP is unable to raise the $4,500,000 necessary to implement the
cross-linked polyethylene aspect of its business, CCP would continue as a
packaging products business. In addition, CCP would still seek to include
cross-linked polyethylene as a product offering. CCP would seek to purchase
cross-linked polyethylene from other manufacturers and distribute the product
in the United States.

The cost of this securities offering, estimated to be approximately $70,255, has
been paid from the proceeds of the private equity offering that CCP conducted
from November 2002 to December 2002.

                                  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. On September 23,
2002,  David Allison, the sole shareholder of Custom Craft Packaging, Inc., sold
all of his Custom Craft Packaging, Inc. shares to CCP in exchange for 3,000,0000
shares  of  CCP.

      Custom  Craft has been in the packaging  business since 1993. Custom Craft
primarily  supplies corrugated boxes and foam packaging for the manufacturers of
industrial  and  consumer  products,  to  assist  these  manufacturers  in  the
successful  and  safe  distribution  and  shipping  of  their  products. The box
materials  include  folding cartons, chipboard, solid fiber boxes and corrugated
plastic.  The  foam  packaging  includes polyethylene, polyurethane and expanded
polystyrene  foams.  Custom Craft evaluates its customers` needs with respect to
many  variables  include  product  fragility, method of product distribution and
point  of  sale  requirements.  Custom Craft acts as an intermediary between the
manufacturer  of  packaging  materials  and the end users. Custom Craft buys the
appropriate  packaging  materials  from  the  manufacturer  and then ships these
materials to Custom Craft`s customers, the end users. The manufacturer sends its
invoice  to Custom Craft and then Custom Craft adds a markup cost and then bills
its  customers.  Neither CCP nor Custom Craft have any manufacturing experience.


Custom  Craft`s  Dependence  Upon  Major  Customers

The percent of revenues generated to Custom Craft from its three major customers
for  the  year ended December 31, 2002 are as follows: Carolina Classic Catfish
in Ayden, North Carolina  69%;  Camper  Products  in  Henderson,  North Carolina
8%; and Zurn Industries in  Sanford,  North  Carolina 7%.  These three customers
have a good payment  history.


CCP`s Planned Business

CCP  plans  to  manufacture  cross-linked  polyethylene  foam.  Cross-linked
polyethylene  foam  is  a  raw material used by fabricators in the production of
many  and various foam products such as medical devices, toys, automotive parts,
plumbing  components,  floatation  products  and  industrial  applications. Foam
fabricators  utilize  the  raw  material  cross-linked  polyethylene foam in the
design  and  development  of  these  end  use products by working with their own
engineering  staff  in conjunction with end use customers. CCP  plans to  supply
the raw cross-linked polyethylene foam to manufacturers who will produce the end
use products. However, CCP will not  produce  any of the end use  products  made
from the raw cross-linked polyethylene foam.


The   process   of cross-linked  polyethylene  foam  manufacturing  begins  with
the  mixing  of  prescribed  volumes  of various resins and other chemicals. CCP
believes that these resins and chemicals are readily available. Once  mixed, the
chemical base is fed through a mill to roll into  a  thin  sheet. The sheets are
then cut to specific sizes and  stacked. Each individual "stack" is put  into  a
mold and then heated to  a  specified  temperature  for  a  specified  duration.
The product is removed from the mold, cleaned and made ready  for  shipment.

The cross-linked polyethylene foam product as it comes out of a mold is termed a
"bun". The most common industry standards for bun sizes are 4" x 48" x 72", 3" x
48"  x  72",  and  4"  x  30"  x 96". Buns of cross-linked polyethylene foam are
produced  in  densities ranging from 1.5 to 8 lbs. per cubic foot. Buns are sold
by  the  price  per  board  foot of a given density of material. A board foot is
calculated  by  length  x  width  x  thickness  divided  by  144.

Cross-linked  polyethylene  foam  is  non-porous, which means it does not absorb
water.  This  makes  it  a  primary material for use in flotation devices. It is
resistant  to  "creep" which means it maintains its compression qualities over a
long  period  of time. It is lightweight, flexible and durable. This makes it an
ideal  material  for  use in insoles of athletic and walking shoes. Cross-linked
polyethylene  foam  has  a very "tight" cell structure which makes it smooth and
non-abrasive.  This  characteristic  supports  uses in athletic mats and medical
prosthetics.

The  manufacturing processes utilized by fabricators to produce end use products
are  many  and varied. They include die cutting that includes developing a steel
rule  die  board  to  a  specific  shape  and  then compressing the cross-linked
polyethylene  foam  between  the  rule  and  a  hard platen surface to produce a
finished  cut  piece.  The  product  can  be  thermoformed by using a mold, then
heating the material to a specified temperature and the material will conform to
the  shape  of  the  mold.  Similarly,  compression  molding  can be utilized by
inserting  the  material  into a mold and applying levels of pressure to form to
the  shape  of  the  mold.  Certain  applications  such  as shoe insoles require
lamination  of  cross-linked  polyethylene  foam  to other foams and substrates.
Lamination can be achieved by heating foam surfaces that creates a bonding or by
use  of  adhesives.

The  potential  market  for  cross-linked  polyethylene foam are fabricators and
distributors.  As  indicated,  fabricators physically convert foams into end use
products. Distributors also have a significant role in the distribution chain of
cross-linked  polyethylene  foam.  Since distributors maintain inventory and can
provide  cross-linked  polyethylene  foam  in  short lead times and in less than
truck load quantities, many fabricators rely on distributors for foam materials.
Therefore,  distributors  will  be  a  target  market  for  our  cross-linked
polyethylene  foam.



                                       10
<PAGE>


     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  must raise an additional $4,500,000 for equipment, working capital and
related  costs  to begin the manufacture of cross-linked polyethylene.



                                       11
<PAGE>


COMPETITION

     In  CCP`s  current  box  brokerage  business  the  largest  competitors are
International  Paper,  Georgia-Pacific, Weyerhaeuser and Smurfit-Stone, all very
large  companies.  CCP  has  insignificant  market  share  in the box brokerage
industry.

     Below  is  a  summary of the larger foam manufacturers (and their estimated
market  share)  that  would  be  considered  competitors  of  CCP`s  proposed
cross-linked  polyethylene  foam  business. 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,(which has not yet been developed)

          -    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>


EMPLOYEES

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

     CCP currently has no full-time employees. CCP`s two officers and directors,
David  Allison  and  Ray  Provencher,  and  director  Thomas Shute are currently
working  part-time.  CCP  plans  to  employ 25 hourly full-time employees and 10
full-time  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 Mobile 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  (for plastic processing)
 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 72"
                    and 4" x 30"  x  96")
 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  -  (supporting equipment)
  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>

GOVNERMENT REGULATIONS AND ENVIRONMNETAL COMPLIANCE

     CCP is committed to compliance with all federal, state and local government
and  environmental  regulations.  Prior  to  a  site  selection  specific  local
regulations  are  unknown.  Environmental regulations include 3 categories: air;
water;  and  solid  waste.  Air  discharge  for  cross-linked  polyethylene foam
production requires a "Synthetic Minor" permit. The fee for this permit is $400.
Wastewater  disposal  will  utilize  municipal  systems.  This  will  require  a
"pre-treatment"  permit  and  the  fee  is  $325. In the event the manufacturing
facility  is  free  standing (not a public warehouse complex facility), a "storm
water"  permit  is  required  for water runoff. This fee would be $420. Material
scrap  is  utilized  as  a  base component for carpet liners. Although these are
non-hazardous  materials,  a  "hazardous  waste I.D. number" will be applied for
from  the  Environmental Protection Agency. There is no application fee for this
permit.  Beyond  permits indicated, there are no additional government approvals
required  or  regulations  to  be  met.  Cross-linked  polyethylene  is an inert
product.  The  chemicals  that  makeup  this  material  are  also inert. With no
hazardous  materials  utilized  in  the  process  or to dispose of, there are no
environmental  related  costs  for  internal  processing,  storage  or disposal.


PROPERTY  AND  FACILITIES

     CCP  owns  no property. Currently, Mr. Allison is running the business from
an  office  in  his  home.  There  is  no lease or rental fee. CCP has an office
mailbox  located  at  6040-A  Six Forks Road, Suite 179, Raleigh, North Carolina
27609.  The  cost  of  this  mail  box  is  $108 per year.

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           55   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. CompuPrint is a remanufacturer and distributor of laser and ink
jet  printer  cartridges.  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.  Mr.  Allison  currently devotes
approximately  10  hours  per  week to CCP and 15 hours to its subsidiary Custom
Craft.  It  is  anticipated  that  the  number  of  hours he commits to CCP will
continue  to  grow through 2003 to approximately 30 hours per week to CCP and an
additional  15  hours  to  its  subsidiary  Custom  Craft.

     FRANCIS  "RAY"  PROVENCHER  has  been  the  secretary  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. Mr. Provencher currently
devotes  approximately 2 hours per week each to CCP and to its subsidiary Custom
Craft. This commitment is expected to grow through 2003 to 5 hours per week each
to  CCP  and  to  its  subsidiary  Custom  Craft.

     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 currently devotes approximately 2
hours  per  week each to CCP and to its subsidiary Custom Craft. This commitment
is  expected  to  grow  through  2003 to 5 hours per week each to CCP and to its
subsidiary  Custom  Craft.



                                       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, or 2001. The compensation  to
David  R.  Allison  listed  below reflects compensation from Custom Craft, CCP`s
operating  subsidiary.  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               $45,000 (1)
    President, CFO, Chairman      2001           0               $45,000 (2)
    of the Board of Directors     2000           0               $59,796 (2)

    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

(1)  Includes  $19,400  net  S-corporation  earnings of Custom Craft and $10,000
     consulting  fee  by  CCP.

(2)  Represents  net  S-corporation  earnings  of  Custom  Craft.

DIRECTOR COMPENSATION

     At  this  time,  we  do  not  pay  any  compensation to directors for their
attendance  at  board  meetings.

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 July 1, 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                        HELD (IF ANY)       OWNED           STOCK
----------------------------------  ----------------    -------------  ------------
<S>                                <C>                   <C>            <C>
David R. Allison                    President, CFO and   3,000,000          60%
c/o CCP Worldwide, Inc.             Chairman of the
6040-A Six Forks Road, Suite 179    Board of Directors
Raleigh, North Carolina 27609

Francis Ray Provencher              Secretary and                0           0%
c/o CCP Worldwide, Inc.             Director
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609

Thomas R. Shute                     Director                10,000          <1%
c/o CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609

All Executive Officers and
Directors as a Group (3 persons)                         3,010,000          60%
</TABLE>


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     On  September 23, 2002, David Allison, the sole shareholder of Custom Craft
Packaging,  Inc.,  sold all of his Custom Craft Packaging, Inc. shares to CCP in
exchange for 3,000,0000 shares of CCP. Mr. Allison was the founder of CCP and of
Custom  Craft  Packaging,  Inc.

     Custom  Craft  (the  operating  subsidiary  of CCP) loans to David Allison,
CCP`s  President,  CFO  and Chairman of the Board of Directors, in 2001 and 2002
were as follows: at the beginning of 2001 there was an outstanding loan to David
Allison  of  $6,500, and then an additional $22,100 was loaned to David Allison.
Later  in 2001, David Allison then repaid $13,500 to Custom Craft. The remaining
balance  in  2001  owed  by  David  Allison to Custom Craft was $15,100. In 2002
Custom  Craft  loaned  an  additional  $28,717  to  David Allison. In 2002 David
Allison  repaid  $36,700  to  Custom  Craft. The remaining balance owed by David
Allison to Custom Craft as of December 31, 2002 was $7,117. Loans to Mr. Allison
consisted  of various advances and reimbursements over the years. The loans were
non-interest  bearing  and  due  upon  demand.


     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 non-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, 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 (3)                     10,000     10,000       *          -0-          -0-

Harlow, Claude  (4)                      5,000      5,000       *          -0-          -0-

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

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

Jackson Steinem, Inc. (5)               50,000     50,000       1%         -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. (6)     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 (7)               150,000    150,000      3%          -0-          -0-

Private Investment Company Ltd. (8)    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 (9)         150,000    150,000      3%          -0-          -0-

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

Smitherman, Jr., James (11)             12,000     12,000      *           -0-          -0-

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

Syrah Invest Corp. (13)                150,000    150,000      3%          -0-          -0-

Terraco Holding SA (14)                150,000    150,000      3%          -0-          -0-

Turf Holding Inc. (15)                 150,000    150,000      3%          -0-          -0-

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

Total                                1,995,000  1,995,000                  -0-          -0-

</TABLE>

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

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

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

(3)  Carlton Harlow is the son of Claude Harlow.

(4)  Claude Harlow is the father of Carlton Harlow.

(5)  The  beneficial  owner  and   control  person of  Jackson Steinem,  Inc. is
     Adam S. Gottbetter a partner  of  Gottbetter  &  Partners,  LLP,  our legal
     counsel).

(6)  The  beneficial  owner and control person of Ming Capital Enterprises, Ltd.
     is  Unni  Kumaran  Menon.

(7)  The  beneficial  owner  and  control person of Partner Marketing AG is Karl
     Volger.

(8)  The  beneficial owner and control person of Private Investment Company Ltd.
     is The  Estate  of  Martin  Christen.  Martin Christen  was the brother  of
     selling shareholder Thomas Christen.

(9)  The  beneficial owner and control person of Seloz Gestion & Finance S.A. is
     Rene  Belser.

(10) Thomas  R. Shute  is  a  Director  of  CCP.

(11) James Smitherman Jr. and Susan Smitherman are husband and wife.

(12) James Smitherman Jr. and Susan Smitherman are husband and wife.

(13) The  beneficial owner and control person of Syrah Investment Corporation is
     Engelbert  Schreiber  jun.

(14) The  beneficial  owner  and  control person of Terraco Holding SA is Dagmar
     Papenberg.

(15) The  beneficial  owner  and  control  person  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.

     If the selling shareholders enter into an agreement, after effectiveness of
this  registration  statement,  to  sell  their  shares  to  a  broker-dealer as
principal and the broker-dealer is acting as an underwriter then CCP will file a
post-effective  amendment  to  the  registration  statement  identifying  the
broker-dealer,  providing  the  required information on the plan of distribution
and will revise the disclosures in the registration statement, and will file the
broker-dealer  agreement  as  an  exhibit  to  the  registration  statement.

     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.

     If  our stock does become publicly traded, we will be subject to the  penny
stock  rules.  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 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.

     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


                                       24
<PAGE>

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
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 1,985,000 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,
Gottbetter  &  Partners,  LLP,  630  Third  Avenue,  New York,  New York  10017.
Jackson  Steinem, Inc.  (the  beneficial owner  of  which  is Adam S. Gottbetter
of Gottbetter  &  Partners,  LLP) is registering 50,000  shares of CCP stock  in
this registration  statement.

                                     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>

                     [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, 2002, and the related consolidated
statements of operations, of cash flows and of shareholders' equity for the
years ended December 31, 2002 and 2001. 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
consolidated 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 consolidated financial position of CCP
Worldwide, Inc. and subsidiary at December 31, 2002, and the consolidated
results of their operations and their cash flows for the years ended December
31, 2002 and 2001 in conformity with U.S. generally accepted accounting
principles.


                                            /s/Rogoff & Company, P.C.

Rogoff & Company, P.C.
New York, New York
February 13, 2003


<PAGE>

                   CCP WORLDWIDE, INC. and Subsidiary
                       Consolidated Balance Sheets



<TABLE>
<CAPTION>
                                                                   March 31,
                                                                     2003          December 31,
                                                                  (Unaudited)         2002
                                                                  -----------       ---------

                                 ASSETS
                                 ------

Current assets:
<S>                                                                <C>              <C>
  Cash                                                             $  48,271        $ 133,927
  Accounts receivable, net of allowance
    for doubtful accounts of $2,000 in                                22,110           20,051
    2003 and 2002
  Loan to shareholder                                                  7,117            7,117
                                                                   ---------        ---------
  Total current assets                                                77,498          161,095
                                                                   ---------        ---------

Fixed assets:
  Office furniture and equipment                                       1,525            1,525
  Accumulated depreciation                                            (1,525)          (1,525)
                                                                   ---------        ---------
  Total fixed assets                                                      --               --
                                                                   ---------        ---------
Total assets                                                       $  77,498        $ 161,095
                                                                   =========        =========



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

Liabilities:
  Accounts payable                                                 $  30,261        $  44,402
  Payroll taxes payable                                                5,324               --
                                                                   ---------        ---------
  Total current liabilities                                           35,585           44,402
                                                                   ---------        ---------

Commitments (Note H)

Shareholders' equity:
  Preferred stock, $0.0001 par value,
  5,000,000 shares authorized, no
  shares issued and outstanding                                           --               --
  Common stock, $0.001 par value, 100,000,000
  shares authorized, 4,995,000 shares issued and outstanding           4,995            4,995
Additional paid in capital                                           136,181          136,181
Retained deficit                                                     (99,263)         (24,483)
                                                                   ---------        ---------
Total shareholders' equity                                            41,913          116,693
                                                                   ---------        ---------

Total liabilities and shareholders' equity                         $  77,498        $ 161,095
                                                                   =========        =========
</TABLE>


See accompanying notes to financial statements.

<PAGE>


          CCP WORLDWIDE, INC. and Subsidiary
        Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                      March 31,         March 31,                 Years Ended
                                                        2003               2002           December 31,     December 31,
                                                    (Unaudited)        (Unaudited)            2002              2001
                                                    -----------        -----------        -----------        ----------
<S>                                                 <C>                <C>                <C>                <C>
Net sales                                           $    47,819        $   101,060        $   288,919        $   399,848
Cost of sales                                            38,950             90,122            244,733            344,511
                                                    -----------        -----------        -----------        ----------
    Gross profit                                          8,869             10,938             44,186             55,337
                                                    -----------        -----------        -----------        ----------

Selling, general and administrative expenses:
  Shareholder compensation (Note A)                      32,814             11,250             45,000             45,000
  Other                                                  50,360              2,130             38,480             21,656
  Depreciation                                               --                 --                 87                 55
                                                    -----------        -----------        -----------        ----------
  Total expenses                                         83,174             13,380             83,567             66,711
                                                    -----------        -----------        -----------        ----------

(Loss) income before income taxes                       (74,305)            (2,442)           (39,381)           (11,374)


Income taxes - current:                                     475                 --                350                100
                                                    -----------        -----------        -----------        ----------

Net (loss) income                                   $   (74,780)       $    (2,442)       $   (39,731)       $   (11,474)
                                                    ===========        ===========        ===========        ==========

Loss per common share - basic                       $     (0.01)       $        **        $     (0.01)       $       **
                                                    ===========        ===========        ===========        ==========

Weighted average common
  shares outstanding - basic                          4,995,000          3,000,000          3,168,745          3,000,000
                                                    ===========        ===========        ===========        ==========
</TABLE>


** Amount is less than $.01.


See accompanying notes to financial statements.

<PAGE>


               CCP WORLDWIDE, INC. and Subsidiary
             Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                           March 31,       March 31,                Years Ended
                                                             2003             2002          December 31,     December 31,
                                                          (Unaudited)      (Unaudited)          2002            2001
                                                           ---------        ---------        ---------        ---------
Cash flows from operating activities:
<S>                                                        <C>              <C>              <C>              <C>
  Net Income (loss)                                        $ (74,780)       $  (2,442)       $ (39,731)       $ (11,474)
  Adjustments to reconcile net income (loss) to
  net cash provided (used) by operating activities:
    Depreciation                                                  --               --               87               55
    Shareholder compensation (Note A)                             --            8,750           35,000           45,000
    Common stock issued for services                              --               --            2,500               --
    Changes in operating assets and liabilities:
      Accounts receivable                                     (2,059)         (18,133)          13,500           13,159
      Accounts payable                                       (14,141)             896          (10,386)             (32)
      Payroll taxes                                            5,324               --               --               --
                                                           ---------        ---------        ---------        ---------
    Net cash (used) provided by operating activities         (85,656)         (10,929)             970           46,708
                                                           ---------        ---------        ---------        ---------


Cash flows from financing activities:
  Loan to shareholder                                             --            4,783            7,983           (7,100)
  Distributions to shareholders                                   --               --          (19,400)         (34,675)
  Common stock issued for cash                                    --               --          139,469               --
                                                           ---------        ---------        ---------        ---------
Net cash provided (used) by financing activities                  --            4,783          128,052          (41,775)
                                                           ---------        ---------        ---------        ---------

Net (decrease) increase  in cash                             (85,656)          (6,146)         129,022            4,933
  Cash - beginning of year                                   133,927            6,168            4,905              (28)
                                                           ---------        ---------        ---------        ---------
  Cash - end of year                                       $  48,271        $      22        $ 133,927        $   4,905
                                                           =========        =========        =========        =========
</TABLE>


See accompanying notes to financial statements.


<PAGE>


                       CCP WORLDWIDE, INC. and Subsidiary
                 Consolidated Statements of Shareholders' Equity
  Years Ended December 31, 2001 and 2002 and Three Months ended March 31, 2003



<TABLE>
<CAPTION>
                                                                 Common Stock
                                                                 ------------               Additional
                                                            Number                      Paid-in       Retained
                                                           of Shares      Amount        Capital       Earnings         Total
                                                           ---------     ---------     ---------      ---------      ---------
<S>                                                        <C>           <C>           <C>            <C>            <C>
Balance, January 1, 2001                                   3,000,000     $   3,000     $      --      $  (2,996)     $       4
    Net loss - 2001                                               --            --            --        (11,474)       (11,474)
    Shareholder compensation (Note A)                             --            --        45,000             --         45,000
    Dividends to shareholder                                      --            --            --        (34,675)       (34,675)
                                                           ---------     ---------     ---------      ---------      ---------
Balance, December 31, 2001                                 3,000,000         3,000        45,000        (49,145)        (1,145)
    Net loss - 2002                                               --            --            --        (39,731)       (39,731)
    Shareholder compensation (Note A)                             --            --        35,000             --         35,000
    Dividends to shareholder                                      --            --            --        (19,400)       (19,400)
    Termination of S-corporation election                         --            --       (83,793)        83,793             --
    Common stock issued for professional services             50,000            50         2,450             --          2,500
    Common stock issued for cash,
      net of placement costs of $55,031                    1,945,000         1,945       137,524             --        139,469
                                                           ---------     ---------     ---------      ---------      ---------
Balance, December 31, 2002                                 4,995,000     $   4,995     $ 136,181      $ (24,483)     $ 116,693
    Net loss - period ended March 31, 2003 (Unaudited)            --            --            --        (74,780)       (74,780)
                                                           ---------     ---------     ---------      ---------      ---------
Balance, March 31, 2003 (Unaudited)                        4,995,000     $   4,995     $ 136,181      $ (99,263)     $  41,913
                                                           =========     =========     =========      =========      =========
</TABLE>


See accompanying notes to financial statements.

<PAGE>

                       CCP WORLDWIDE, INC. and Subsidiary
                   Notes to Consolidated Financial Statements
            December 31,2002 (Audited) and March 31, 2003 (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 initial shares of common
stock to David R. Allison in exchange for 100% of the outstanding stock of
Custom Craft Packaging, Inc. ("Custom Craft"). The acquisition has been
accounted for as a purchase 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 designed, developed and sold products, materials
and containers that are specifically manufactured for its customers to be used
in the packaging and shipment of merchandise. The products are manufactured by
outside suppliers and shipped directly to Custom Craft's customers, all of which
are in the U.S. Custom Craft sets its own sales prices and extends credit to its
customers, for which it has credit risk. Custom Craft supports the quality of
its products and is the primary obligor on sales to its customers. Custom Craft
selects suppliers based on its assessment of their ability to produce all or
some part of the specifically designed materials. Custom Craft is obliged to pay
the suppliers and receives no commissions from them. The method of direct
shipment used by Custom Craft generally results in its having no inventory.

Between September 23, 2002 and December 31, 2002 the only operations of CCP were
the incurrence of expenses related to organization costs and audit fees.

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. 4,995,000 shares of CCP common stock were outstanding
at December 31, 2002 and March 31, 2003.

Tax Status and Shareholder Compensation.
----------------------------------------
Until September 23, 2002, Custom Craft was subject to the provisions of
Subchapter "S" of the Internal Revenue Code, whereby the net income (loss) of
that company was passed through and taxed to the sole shareholder rather than to
Custom Craft. Because the "S" corporation's shareholder was compensated for his
services primarily through distribution to him of the corporation's net income,
the expenses of the corporation did not include expenses representing the fair
value of those services. The shareholder has determined the fair value of his
services in 2001 and 2002 to be $45,000, giving consideration to the nature of
the services performed, the size of the company and the economic results
achieved. Accordingly, in the consolidated financial statements, expenses
include contributed services in amounts needed to increase the reported
compensation expense to that level. The contributed amounts were $45,000 in
2001; $35,000 in 2002; and $8,750 for the three months ended March 31, 2002.
Those amounts have been treated as a contribution to additional paid-in capital.

In addition, accumulated "S" corporation losses of $83,793 have been
reclassified to additional paid in capital as of September 23, 2002,
representing a deemed distribution to the shareholder. Accordingly, the retained
earnings (deficit) thereafter reflects operations since the business
combination.

After September 23, 2002, CCP and Custom Craft file consolidated tax returns
under Subchapter "C" and all compensation is charged to expense.



<PAGE>


                       CCP WORLDWIDE, INC. and Subsidiary
                   Notes to Consolidated Financial Statements
            December 31,2002 (Audited) and March 31, 2003 (Unaudited)


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

Allowance for doubtful accounts
-------------------------------
The Company estimates uncollectibility of accounts receivable by analyzing
historical bad debts, customer concentrations, customer credit worthiness and
current economic trends when evaluating the adequacy of the allowance for
doubtful accounts.

Revenue Recognition
-------------------
Revenue from sales of packaging materials is recognized when the customers have
received such materials.

Loan to Shareholder
-------------------
Loan to shareholder consists of various advances and reimbursements during the
course of the year. The loan is non-interest bearing and due upon demand.

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.

Stock Based Compensation
------------------------
Effective January 1, 2003 the Company adopted SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure." SFAS No. 148 amends SFAS
No. 123, and provides alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS
123 to require more prominent and more frequent disclosures in financial
statements of the effects of stock-based compensation. The interim disclosure
requirements of SFAS No. 148 are effective for interim periods beginning after
December 15, 2002. The Company's stock-based compensation related to employees
and non-employee directors is recognized using the intrinsic value method in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and thus there is no compensation expense for
options granted with exercise prices equal to the fair value of the Company's
common stock on the date of the grant. With respect to stock based compensation
granted to non-employees, the Company records an expense equal to the fair value
of the option on the measurement date, which is either the earlier of the date
at which a commitment for performance is reached or the date at which the
service is complete.

Earnings (Loss) Per Share.
--------------------------
The Company presents basic earnings per share and, if appropriate, diluted
earnings per share in accordance with the provisions of SFAS No. 128 "Earnings
per Share" ("SFAS 128").

Under SFAS 128 basic net earnings (loss) per share is computed by dividing the
net earnings (loss) for the year by the weighted average number of common shares
outstanding during the year. Diluted net earnings (loss) per share is computed
by dividing the net earnings (loss) for the year by the weighted average number
of common shares and common share equivalents during the year. Common stock
equivalents would arise from the granting of stock options. As of March 31, 2002
the Company did not grant any stock options. Diluted earnings (loss) per share
is not included as it is the same as basic.



<PAGE>

                       CCP WORLDWIDE, INC. and Subsidiary
                   Notes to Consolidated Financial Statements
            December 31,2002 (Audited) and March 31, 2003 (Unaudited)

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

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.

Financial Instruments
---------------------
The carrying amounts of financial instruments, including cash, accounts
receivable and accounts payable approximate fair value at March 31, 2002 because
of the relatively short maturity of the instruments.

Interim Unaudited Financial Statements
--------------------------------------
The unaudited financial statements for interim periods are presented in
accordance with generally accepted accounting principles and, in the opinion of
management, include all adjustments (consisting of normal recurring accruals)
needed for such presentation. Results of operations for interim periods are not
necessarily indicative of annual results.

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 2001 Custom Craft had two customers that accounted for approximately 71% of
net sales. In 2002 Custom Craft had two customers that accounted for
approximately 77% of net sales. In 2003 Custom Craft had two customers that
accounted for approximately 70% of net sales.

At December 31, 2002 Custom Craft had two customers that accounted for
approximately 100% of accounts receivable. At March 31, 2003 Custom Craft had
two customers that accounted for approximately 93% 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 tax benefits or
liabilities. As discussed in Note A, Custom Craft was subject to the provisions
of Subchapter "S" of the Internal Revenue Code, whereby the net income (loss) of
that company was taxed to the sole shareholder rather than to the company. Those
accumulated losses ($83,793 at September 23, 2002) will not generate future net
operating loss (NOL) benefits for the consolidated companies and, accordingly,
no deferred tax benefit has been provided thereon. Additionally, a full
valuation allowance has been charged against the potential deferred tax benefit
that may arise from the NOL accumulated since September 23, 2002 ($99,263 at
March 31, 2003) because it is more likely than not that the benefit will not be
realized.

Note E - Capital Transactions
-----------------------------
In September 2002 CCP issued 50,000 shares of common stock in exchange for
consulting services valued at $2,500; and in December 2002 CCP issued 1,945,000
shares of common stock for cash, at $0.10 per share, pursuant to a private
offering memorandum. Direct costs of the private placement of $55,031 were
charged against additional paid in capital.



<PAGE>

                       CCP WORLDWIDE, INC. and Subsidiary
                   Notes to Consolidated Financial Statements
            December 31,2002 (Audited) and March 31, 2003 (Unaudited)


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 or
loss

Note H  - Commitments
------  -------------
In connection with the preparation and execution of its private placement of
shares (Note E); a future planned registration of its shares with the Securities
and Exchange Commission; and the preparation of the required information and
disclosure statements of the National Association of Securities Dealers, CCP has
entered into a letter agreement to pay $150,000 to its law firm, payable in
installments as specified in the agreement. The law firm was paid $50,000 (plus
expenses) in December 2002 from the proceeds of the private placement for
services rendered. This amount was charged to operations. Future installments
will become due as the registration and listing process proceeds.


<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  $    25.00
     Legal  Fees                                                50,000.00
     Accounting  Fees                                           15,000.00
     Printing  and  Engraving                                    3,500.00
     Miscellaneous                                               1,700.00
                                                              ------------

      TOTAL                                                   $ 70,225.00

ITEM  26.   RECENT  SALES  OF  UNREGISTERED  SECURITIES.

On  September  23,  2002,  David  Allison,  the sole shareholder of Custom Craft
Packaging,  Inc.,  sold all of his Custom Craft Packaging, Inc. shares to CCP in
exchange  for  3,000,0000  shares  of  CCP.  The  sale was a private transaction
without  registration in reliance on the exemptions provided by Section 4(2) and
Rule  506  of  Regulation  D  of  the  Securities  Act  of  1933,  as  amended.

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


                                      II-2
<PAGE>



corporate governance. The shares were valued at $.05 per share. KGL Investments,
Ltd.  and Jackson Steinem, Inc. are accredited  investors.

     From  November 1, 2002  to December 19,  2002,  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(there were no nonaccredited investors), and
to 14 foreign investors who had access to all material information pertaining to
the  Company.  This private securities offering was a single offering. A private
placement  memorandum  was  provided  to  the  accredited  investors  ( the U.S.
investors).  These  investors  were  personal  business  acquaintances  of CCP`s
officers  and  directors.  The  sales  were  a  private  transaction  without
registration in reliance on the exemptions provided by Section 4(2), Rule 506 of
Regulation  D  and  Rule  903  of Regulation S of the Securities Act of 1933, as
amended.  The  foreign  investors  agreed  to  resell  their  CCP  stock only in
accordance  with  the provisions of Regulation S, pursuant to registration under
the  Securities  Act,  or  pursuant to an available exemption from registration.

     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

  5.1     -     Form  of  Opinion  of  Counsel

 10.1     -     Stock  Option  Plan  of  2002*


 10.2     -     Common Stock Purchase Agreement Between
                CCP Worldwide Inc. and David R. Allison


 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)

 *   Previously  Filed  in  Registration  Statement on Form SB-2, filed with the
     Securities  and  Exchange Commission, Registration Statement  No 333-102629
     on January 21, 2003.




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  July 1,  2003.

                                              CCP  Worldwide,  Inc.


                                              By: /s/ David R. Allison
                                                  -----------------------------
                                                   David  R.  Allison
                                                   President, CFO 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>
      Signature                           Title                                    Dated
<S>                                <C>                                          <C>
 /s/ David R. Allison              President, CFO, and                          July 1, 2003
------------------------------     Chairman of the Board
     David R. Allison


/s/  Francis Ray Provencher        Secretary, Principal Accounting Officer,     July 1, 2003
------------------------------     Director
     Francis Ray Provencher


/s/  Thomas R. Shute               Director                                     July 1, 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

  5.1     -     Form  of  Opinion  of  Counsel

 10.1     -     Stock  Option  Plan  of  2002*

 10.2     -     Common Stock Purchase Agreement Between CCP Worldwide, Inc.
                and David R. Allison

 21.1     -     List  of  Subsidiaries*

 23.1     -     Accountant`s  Consent

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


 *   Previously  Filed  in  Registration  Statement on Form SB-2, filed with the
     Securities  and  Exchange Commission, Registration Statement No 333-102629
     on January 21, 2003.

**   Previously  Filed  in  Registration  Statement on Form SB-2, filed with the
     Securities  and  Exchange Commission, Registration Statement No 333-102629
     on March 28, 2003.




<PAGE>

</TEXT>
</DOCUMENT>
