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<SEC-DOCUMENT>0001144204-03-005752.txt : 20030923
<SEC-HEADER>0001144204-03-005752.hdr.sgml : 20030923
<ACCEPTANCE-DATETIME>20030923163440
ACCESSION NUMBER:		0001144204-03-005752
CONFORMED SUBMISSION TYPE:	SB-2/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20030923

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CCP WORLDWIDE INC
		CENTRAL INDEX KEY:			0001213809
		STANDARD INDUSTRIAL CLASSIFICATION:	PLASTICS FOAM PRODUCTS [3086]
		IRS NUMBER:				450486747

	FILING VALUES:
		FORM TYPE:		SB-2/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-102629
		FILM NUMBER:		03906349

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

	MAIL ADDRESS:	
		STREET 1:		6040-A SIX FORKS RD
		STREET 2:		SUITE 179
		CITY:			RALEIGH
		STATE:			NC
		ZIP:			27609
</SEC-HEADER>
<DOCUMENT>
<TYPE>SB-2/A
<SEQUENCE>1
<FILENAME>formsb2a.txt
<TEXT>
<PAGE>


   As filed with the Securities and Exchange Commission on September 23, 2003

                                           Registration Statement No. 333-102629
================================================================================

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

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

                          PRE-EFFECTIVE AMENDMENT NO.3

                                       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
                         488 Madison Avenue, 12th Floor
                            New York, New York 10022
                                 (212) 400-6900
                            ------------------------


      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. |_|


<PAGE>

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

<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.
- --------------------------------------------------------------------------------

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.  Further,
we do not have operations  worldwide.  Our current operations are limited to the
U.S.


         This offering will terminate on the earlier of:

         o        the date that all shares offered by this  prospectus have been
                  sold by the selling shareholders;

         o        twenty-four  (24)  months  from  the  effective  date  of  the
                  Registration  Statement  on Form SB-2 that we have  filed with
                  the SEC; or

         o        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........................................................................3

Risk Factors...................................................................5

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

Determination of Offering Price................................................8

Use of Proceeds................................................................8

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

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

Dividend Policy...............................................................14

Description of Business.......................................................14

Directors, Executive Officers, Promoters and Control Persons..................20

Executive Compensation........................................................21

Security Ownership of Certain Beneficial Owners and Management................24

Certain Relationships and Related Transactions................................25

Description of Securities.....................................................26

Selling Stockholders..........................................................27

Plan of Distribution..........................................................30

Market for Common Equity......................................................32

Legal Proceedings.............................................................33

Legal Matters.................................................................33

Experts.......................................................................33

Where You Can Find More Information...........................................33

Index to Financial Statements.................................................34



                                       i
<PAGE>

                      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.























                                       ii
<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.  Further, we do not have operations worldwide. Our current operations
are limited to the U.S.


         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.


                                       3
<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 and
2001 and the  balance  sheet data as of December  31, 2002 are derived  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.



                                       4
<PAGE>

                       CCP WORLDWIDE, INC. and Subsidiary

                       Selected Historical Financial Data



<TABLE>

<CAPTION>
                                            For the Six Months Ended June 30,        Year Ended December 31,
                                              -----------------------------       -----------------------------
                                                 2003               2002              2002             2001
                                              -----------       -----------       -----------       -----------
                                              (Unaudited)        (Unaudited)
Statement of Operations Data:
<S>                                           <C>               <C>               <C>               <C>
       Total Revenue                          $    88,652       $   176,339       $   288,919       $   399,848
       Net Loss                                  (123,772)           (5,135)          (39,731)          (11,474)
       Net Loss Per Common Share - Basic            (0.02)               **             (0.01)               **
       Weighted Average Common Shares
             Outstanding - Basic                4,995,000         3,000,000         3,168,745         3,000,000
</TABLE>

                                               June 30,         December 31,
                                                 2003              2002
                                              -----------       -----------
                                              (Unaudited)
Balance Sheet Data:
       Cash                                      $ 16,511       $133,927
       Working Capital (Deficiency)                (7,079)       116,693
       Total Assets                                34,282        161,095
       Total Shareholders' (Deficiency) Equity     (7,079)       116,693

       **Amount is less than $0.01.


                                  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,



                                       5
<PAGE>

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
lose all of your investment.


WE PLAN TO DO TWO  PRIVATE  OFFERINGS  OF OUR  COMMON  STOCK IN 2004 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 2004.  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 2004. 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
us from operations and you may lose 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.

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

         Upon  completion of this  offering,  we will attempt to have our common
stock eligible for quotation on the  Over-the-Counter  Electronic Bulletin Board
("OTCBB" or "Bulletin Board"). OTCBB eligible securities includes securities not
listed on NASDAQ or a registered  national  securities  exchange in the U.S. and
that are also  required to file  reports  pursuant to Section 13 or 15(d) of the
Securities  Act of 1933,  and the company is current in its periodic  securities
reporting obligations.  CCP has engaged a broker/dealer who has filed a Form 211
with the National



                                       6
<PAGE>

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 September  23, 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:


         o        elect or defeat the election of our directors;

         o        amend or prevent amendment of our articles of incorporation or
                  bylaws;

         o        effect or prevent a merger,  sale of assets or other corporate
                  transaction; and

         o        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.


         As of September  23, 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



                                       7
<PAGE>

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.


                                 CAPITALIZATION

         The following table sets forth our capitalization as of June 30, 2003.


<TABLE>
<S>                                                                                    <C>
 Total Liabilities.................................................................... $    41,361
 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)....................................................    (148,255)
 Total shareholders' (deficit) equity.................................................      (7,079)
 Total capitalization.................................................................      34,282
</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



                                       8
<PAGE>

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>
                                MILESTONES                                              COSTS

4th Quarter 2003-
- -----------------
<S>      <C>
1.       CCP will evaluate  alternate plans and  specifications  of overseas and
         domestic major equipment such as mixers, mills and presses.                    None

2.       Evaluate  and  detail  "Plan of  Operations",  such as  final  employee        None
         positions,   responsibilities,   training   procedures  and  respective
         time-lines for implementation.

1st Quarter 2004-
- -----------------
3.       Establish terms and initiate  Private Offering of CCP's common stock to        $25,000
         raise  $1,500,000  as part of the  overall  $4.5  million  requirement.
         Proceeds  will be used for working  capital and initial  capital  asset
         purchases.

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 that        None
         meet   specifications   such  as   size   and   structure,   utilities,
         transportation access and qualified employees.

6.       Select  temporary office and warehouse  facility-rental  property to be        $4,000-$6,000/mo.
         used prior to availability of permanent facility.

7.       CCP  will   purchase   cross-linked   polyethylene   products   from  a        $50,000-$100,000
         manufacturer  that  represent the products and product  characteristics
         CCP will be  manufacturing.  CCP will introduce and sell those products
         in its market to initiate and establish a market presence.

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

2nd Quarter 2004-
- -----------------
8.       Establish  terms and initiate  second Private  Offering of CCP's common        $25,000
         stock to raise $3,000,000. Proceeds will be used for additional working
         capital and major capital asset purchases.
</TABLE>


                                       9
<PAGE>


<TABLE>
<S>                                                                                     <C>
9.       Interview,  select  and  hire  production  manager-salary:   (following        $6,000-$8,000/mo.
         completion of #8).

10.      Complete the evaluation that meets the criteria as outlined in #5 above
         and select  the  manufacturing  facility.  Upon  completion  of a lease
         Agreement,  initiate  preparation  of facility  for  production.  lease
         expense:                                                                       $20,000-$30,000/mo.

11.      Process  environmental  permits-  permit fees for air,  water and solid
         waste, with N.C. Department of Environment Natural Resources.                  $1,165

12.      Process   building  and  electrical   permits  with  local   regulatory
         jurisdiction.                                                                  $1,000-$2,000

13.      Develop a Company web site to present an overview of the  Company,  its        $4,000-$8,000
         products, contacts and other information.

3rd Quarter 2004-
- -----------------
14.      Place  orders  for  major  manufacturing  equipment  as  selected  from        $2.3 to $2.6 million
         evaluation  process (#1 above).  This order will include  mixer,  mill,
         presses and molds.

15.      Place orders for equipment categorized as "supporting equipment".  This        $380,000
         order  includes  indirect  production  equipment  such  as the  boiler,
         cooling tower,  air compressor,  lab equipment fork trucks,  scales and
         other related equipment.

16.      Place orders for upfitting manufacturing facility to meet all equipment        $150,000
         and production  specifications.  These include wiring,  plumbing,  dock
         preparation, rack systems and others.

17.      Place  orders  for  office  equipment  and  computers.   This  includes        $80,000
         integrated computer system, software, phone system and others.

18.      Interview, select and hire chemist and quality control manager-salary:         $6,000-$8,000/mo.

19.      Prepare the processes and procedures for production  including  Manuals
         for products,  quality control, employees and training. related manuals
         and products:                                                                  $5,000-$10,000

20.      Develop  sales  catalogues  and product  promotion  materials.  Printer
         costs:                                                                         $10,000-$12,000
</TABLE>


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




                                       10
<PAGE>


RESULTS OF  OPERATIONS - YEARS ENDED  DECEMBER 31, 2002 AND 2001 AND FOR THE SIX
MONTHS ENDED JUNE 30, 2003 AND 2002

Net sales fell from  $399,848  for the year ended  December 31, 2001 to $288,919
for the year ended December 31, 2002, a difference of $110,929 or 28%. Net sales
for the six months ended June 30, 2002 were $176,339, compared to the six months
ended June 30, 2003,  which were  $88,652,  a difference  of $87,687 or 50%. CCP
believes  that this decrease was a result of the general  economic  downturn and
the loss of a  significant  amount of business from a major  customer,  Carolina
Classic  Catfish,  where sales  declined from $136,479 for the six months ending
June 30, 2002 to $39,940 for the six month ending June 30, 2003.  This  material
loss of  business  accounted  for the  majority  of the sales  decline  for both
comparative periods.

Cost of sales  decreased from $344,511 in 2001 to $244,733 in 2002, a difference
of $99,778 or 29%.  Cost of sales for the six  months  ended June 30,  2002 were
$155,421 compared to the six months ended March 31, 2003, which were $71,129,  a
difference of $84,292 or 54%. 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, essentially unchanged.  CCP believes this
is due to slow sales  activity from the  continuing  customer base  representing
generally  higher margin  business.  CCP's gross profit margin for the first six
months of 2002 was 12% of net sales, compared to 20% for the first six months of
2003.  CCP believes  this  increase is due to higher  gross  margins of sales to
continuing  accounts  other than the  previously  mentioned loss of sales from a
significant customer.

Operating  expense  largest  component was for shareholder  compensation,  which
remained  constant at $45,000 the years ended  December 31, 2001 and 2002.  This
compensation is a non-cash  amount  recorded by the Company to properly  reflect
the services  provided by the sole shareholder of Custom Craft Packaging,  Inc.,
("Custom Craft") (CCP's sole operating  subsidiary)  prior to its acquisition by
CCP on September 23, 2002. Prior to the acquisition, Custom Craft was subject to
the  provisions of Subchapter "S" of the Internal  Revenue Code,  whereby income
(loss) of Custom Craft was pass through to it sole  shareholder.  Because Custom
Craft's  shareholder  was  compensated  for his services  primarily  through the
distribution of the  corporation's  net income,  the expenses of the corporation
did not include  expenses  representing  the fair value of those  services  This
compensation  was  recorded  to  properly  reflect  the  fair  value of the sole
shareholders'   services   rendered  to  Custom  Craft,   in  the   accompanying
consolidated financial statements.

For the six months  ended June 30, 2003  shareholder  compensation  was $36,814,
which reflects the salary to the former sole shareholder of Custom Craft,  David
Allison  the  President  of  CCP.  For the  six  months  ended  June  30,  2002,
shareholder  compensation reflects the above mentioned fair value deemed to have
been earned by the sole shareholder prior to CCP's acquisition of Custom Craft.

Selling General and  administrative  ("SG&A") expenses  increased  slightly from
$21,686 to $25,080 for the years ended December 31, 2001 and 2002, respectively,
a  difference  of $3,394 or 16%.  SGA for the six months ended June 30, 2003 and
2002 was  $20,090  and  $8,495,




                                       11
<PAGE>


respectively,  an increase of $11,595 or 136%  reflecting  the increase in these
expenses as management fully implements their growth strategy.

Professional fees are up for the year ended December 31, 2002 and the six months
ended June 30, 2003 as compared to their respective prior period. These fees are
primarily  legal  and  accounting,  incurred  by the  Company  in their  ongoing
registration process to become a reporting company with the SEC.

Net loss for the year ended  December 31, 2002 and the six months ended June 30,
2003 are up when  compared to the  respective  prior  period.  This  increase is
primarily  reflected in the above  operating  expenses.  Such  increases are due
primarily to the Company's focus on completing its registration  statements with
the SEC.


LIQUIDITY AND CAPITAL RESOURCES


Since  inception CCP has financed its operations  with cash flow from operations
and since the year ended  December  31, 2002  through  the  private  sale of its
common stock.

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 is  primarily  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 the Company's  focus on completing  its  registration  and becoming a
reporting  company  with the SEC.  CCP had net loss of $5,135 for the six months
ended June 30, 2002  compared to a net loss of $123,772 for the six months ended
June 30,  2003.  This loss was  attributable  to a  decrease  in net sales and a
significant increase in legal and accounting expenses, as referenced.

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 the  aforementioned
increased in legal and  accounting  expenses,  resulting in a higher net loss in
the year ended  December 31, 2002.  The cash was  primarily  provided due to the
fact that the  majority of the expenses for both the years end December 31, 2002
and 2001, were related to the non-cash  compensation  recorded by the Company to
properly  reflect the services  provided by the sole shareholder of Custom Craft
Packaging,  Inc.,  ("Custom  Craft").  This was  done to  reflect  the  value of
services  provided  by  the  sole  shareholder  to  Custom  Craft  prior  to its
acquisition by CCP. This non-cash shareholder  compensation was $45,000 for both
years ended  December 31, 2002 and 2001.  The six months ended June 30, 2002 had
only  half-a-year  of  non-cash   shareholder   compensation  of  $17,000,   and
accordingly  a total of $4,888  was used in  operating  activities.  For the six
months  ended June 30,  2003,  there was no non-cash  shareholder  compensation,
which together with an increase in expenses  related to the Company  focusing on
their new management plan, resulted in $114,616 being used in operations.

Net cash provided by investing  activities for both the years ended December 31,
2002 and 2001 and the six  months  ended  June 30,  2002 and 2003,  reflect  the
issuance/repayments of a loan receivable to Custom Craft's sole shareholder.




                                       12
<PAGE>


Cash flows from  financing  activities  increased  to $120,069 in the year ended
December 31, 2002 primarily from the sale of common stock cash. Distributions to
shareholders  in the years ended  December 31, 2002 and 2001, and the six months
ended June 30, 2002,  occurred  while Custom Craft was subject to the provisions
of Subchapter "S" of the Internal Revenue Code, during which time Custom Craft's
shareholder was compensated for his services  primarily through the distribution
of the corporation's  net income.  The sale of the Company's common stock is the
primary increase of cash at December 31, 2002 as compared to December 31, 2001.

The Company  anticipates  requiring external financing to fund its operations in
the future.  Such  financing  is expected to be through the sale of common stock
and/or debt issuances.  In addition the Company is  anticipating  funding future
capital  expenditures  through capital and operating leases,  and other forms of
debt.  Management believes that they have an adequate amount of capital thorough
the year-end  December 31, 2003. If  management  is unable to generate  external
financing,  it may  not be able to  proceed  with  current  business  plan,  and
accordingly operations would have to be curtailed.  However, management believes
that  the  current  operations  of the  packaging  products  business  has  been
profitable  and has  produced  positive  cash flow since its  inception in 1993.
Management believes that the current cash flow short falls are related primarily
to the cost of filing this  registration  statement  and the  implementation  of
their business plans. These are expected to be expenses that should not occur in
the future. For current operations,  the brokerage process for the cost of goods
sold is known. Prices are quoted to Custom Craft prior to a purchase order being
issued for all items  sold.  With a known cost basis a positive  return has been
achieved on every sale. Custom Craft also benefits from terms of sale of 30 days
from its suppliers.  Therefore, the Company does not foresee an external capital
requirement for the continued operation of its existing packaging business.

CCP  current  business  plan  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 first quarter of 2004,  and  $3,000,000 in
the  second  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. Further,  CCP has
no external  sources of  liquidity.  If CCP were 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. Currently, CCP has no material commitments for
capital expenditures.

The current  operations of the packaging  products business have been profitable
and have  produced  positive  cash flow  since  its  inception  in 1993.  In the
brokerage  process the cost of goods sold is known.  Prices are quoted to Custom
Craft prior to a purchase  order being  issued for all items sold.  With a known
cost basis a positive return has been achieved on every sale.  Custom Craft also
benefits from terms of sale of 30 days from its suppliers.  Therefore,  CCP does



                                       13
<PAGE>


not foresee an external capital  requirement for the continued  operation of its
existing packaging business.

In addition  to some of the above  immediate  expenditures  expected in the next
twelve months, the cost of this Form SB-2 securities  registration  statement is
estimated to be approximately  $120,000,  of which  approximately of $55,000 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.




                                 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 3,000,000
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.


         The two primary packaging  products sold by Custom Craft are corrugated
boxes and displays (point of purchase  consumer product  advertisements).  There
are basically two kinds of corrugated packaging  manufacturing plants.  (Neither
Custom Craft nor CCP are involved in the manufacturing of these products.)

         1. Corrugated Plants- Corrugated plants utilize  corrugators to combine
linerboard and medium (the center  corrugated  portion) into corrugated  sheets.
These plants also have equipment such as multi-color  flexo presses,  rotory and
flat platen die cutters and specialty  gluers that convert  sheets into finished
corrugated products including boxes, point of sale displays and protective inner
packaging.




                                       14
<PAGE>


         2. Sheet Plants- Sheet plants are similar to corrugated plant, however,
they  purchase  already  combined  corrugated  sheets and then convert them into
boxes, point of sale displays and protective inner packaging.

         Other  differences  are related to scale and function.  A corrugator is
the piece of equipment that combines the  linerboard and medium into  corrugated
sheets.  Corrugators  require  large  capital  investments.  To  assure  maximum
utilization  of this  investment,  the large  high  speed  converting  equipment
indicated  above,  is installed in  corrugated  plants.  Sheet plants  typically
employ more  specialized  and  flexible  converting  equipment  that  produces a
greater variety of finished  packaging products but at lesser speeds and volumes
than the  corrugated  converter.  Custom Craft  utilizes both larger  high-speed
corrugated  suppliers  and smaller  sheet  suppliers  to meet the variety of its
customer's needs.

         The largest end-use market for corrugated products is food and beverage
packaging.    Other   major    end-users    are   printing    and    publishing,
cosmetics/toiletries, automotive, appliances and hardware/houseware.


         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%. For the 6 month
period of January 2003 through June 2003,  Custom Craft  produced  sales from 11
customers.  The percent of revenues generated by major customers for this period
is as follows:  Carolina  Classic Catfish 45%; Camper Products 21%; and AATCC in
RTP, North Carolina 11%. 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



                                       15
<PAGE>

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 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.

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

o  Automotive Cushion and Component        o  Gaskets, Water Sport Floatation
   Parts                                      Devices
o  Shoes (Soles and Insoles)               o  Consumer and Novelty Products
o  Furniture Padding                       o  Wrestling Mats
o  Athletic Products                       o  Astro Turf Pads
o  Packaging                               o  Industrial and Medical Uses

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

COMPETITION


         The  packaging  industry  that  CCP  currently  operates  in is  highly
fragmented and competitive. According to industry trade association "Association
of Independent  Corrugated  Converters" (AICC), in the 2001 AICC "Profile of the
Independent  Corrugated  Converters",  there are  approximately  600  corrugator
plants in the U.S. and Canada.  There are more than 800 additional  sheet plants
in the U.S. and Canada.  The largest  corrugated  companies have multiple plants
across the U.S., generally 40-50 individual plants with a presence in most major
markets.




                                       16
<PAGE>


Examples of these are  International  Paper,  Georgia-Pacific,  Weyerhaeuser and
Smurfit-Stone.  The majority of the sheet plants are independently owned or have
multiple operations within various regions.

         The common  characteristic  of  packaging  brokerage  companies  is the
absence  of any  manufacturing  or  converting  equipment.  Packaging  brokerage
companies range from large national paper supply businesses such as XPEDX, owned
by  International  Paper,  to local  and  regional  paper  supply  business,  to
independent  businesses  with one to several  employees.  CCP believes  that the
brokerage form of packaging  suppliers  exists in every major market in the U.S.
However,  CCP is not aware of any  statistics  on the size or scope of packaging
brokerage companies. CCP represents a small percentage of the packaging sales in
its market area, probably far less than one percent of the market.

         Regarding CCP's proposed cross-linked polyethylene foam business, below
is a summary of the larger foam manufacturers (and their estimated market share)
that would be considered competitors of CCP's proposed 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 polyethylene 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:

         o        CCP internet web site (which has not yet been developed)



                                       17
<PAGE>

         o        Professional literature

         o        Attend and solicit at industry seminars and trade meetings

         o        Form customer alliances


         CCP believes that five producers control the cross-linked  polyethylene
foam  industry.  CCP currently has no competitive  position in the  cross-linked
polyethylene  foam  industry.  CCP  has set a goal of  obtaining  the  following
percentage of the cross-linked  polyethylene  business over the next five years:
Year  1-  approximately  1-1  1/2%;  Year 3-  approximately  4-5%;  and  Year 5-
approximately 8-10%. However, CCP may not be successful in this goal.


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:



                                       18
<PAGE>

<TABLE>
<CAPTION>
Description                                                                                          Estimated Cost
- -----------                                                                                          --------------
<S>                                                                                                  <C>
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

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>


GOVERNMENT REGULATIONS AND ENVIRONMENTAL 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



                                       19
<PAGE>

(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 a mailbox
located at 6040-A Six Forks Road, Suite 179, Raleigh,  North Carolina 27609. The
cost of this mailbox is $108 per year.

INTELLECTUAL PROPERTY

         CCP has no intellectual property.



          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            64   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



                                       20
<PAGE>

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  attended the IBM Systems
Research  Institute in 1971. 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.


                             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:



                                       21
<PAGE>

                           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.

         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.



                                       22
<PAGE>

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

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



                                       23
<PAGE>

         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 September 23, 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.



                                       24
<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 3,000,000  shares of CCP. Mr. Allison was the founder of CCP
and of Custom Craft Packaging, Inc.


         David Allison owns  approximately 60% of the outstanding shares of CCP;
he is a promoter of the CCP.

         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 September 23, 2003 is $9,917. 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  was  Kaplan  Gottbetter  &
Levenson,  LLP,  prior  counsel  to CCP.  These  shares  are now held by Jackson
Steinem, Inc., the beneficial owner of which is




                                       25
<PAGE>


Adam S. Gottbetter,  a partner of Gottbetter & Partners, LLP, our legal counsel.
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.
For more complete information,  you should read our Certificate of Incorporation
and its restatements, together with our corporate bylaws.

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,



                                       26
<PAGE>

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
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.



                                       27
<PAGE>

         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>
                                                            SHARES OWNED PRIOR TO THE      SHARES OWNED AFTER THE
                                              NUMBER OF            OFFERING                      OFFERING
SELLING STOCKHOLDER                         SHARES OFFERED    NUMBER      PERCENTAGE       NUMBER      PERCENTAGE
- -------------------                         --------------    ------      ----------       ------      ----------
<S>                                               <C>            <C>                          <C>            <C>
Anderson, Dennis                                  10,000         10,000         *            -0-            -0-
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-
</TABLE>


                                       28
<PAGE>

<TABLE>
<CAPTION>
                                                            SHARES OWNED PRIOR TO THE      SHARES OWNED AFTER THE
                                              NUMBER OF            OFFERING                      OFFERING
SELLING STOCKHOLDER                         SHARES OFFERED    NUMBER      PERCENTAGE       NUMBER      PERCENTAGE
- -------------------                         --------------    ------      ----------       ------      ----------
<S>                                               <C>            <C>                          <C>            <C>
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-
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.



                                       29
<PAGE>

(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,  recently deceased, 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.



                              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.



                                       30
<PAGE>

         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.


         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
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



                                       31
<PAGE>

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



                                       32
<PAGE>

         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, 488 Madison Avenue, 12th Floor, New York,
New York 10022. 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.




                                       33
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                       CCP Worldwide, Inc. and Subsidiary



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

Consolidated Balance Sheet of December 31, 2002 and of June 30, 2003
         (unaudited)............................................................F-2

Consolidated Statements of Operations for the years ended December 31,
         2002 and 2001 and for the six months ended June 30, 2003 and 2002
         (unaudited)............................................................F-3

Consolidated Statement of Shareholders' Equity as of and for the years ended
         December 31, 2001 and 2002 and for the six months ended June 30, 2003
         (unaudited)............................................................F-4

Consolidated Statements of Cash Flows for the years ended December 31,
         2002 and 2001 and for the six months ended June 30, 2003 and 2002
         (unaudited)............................................................F-5

Notes to Consolidated Financial Statements .....................................F-6 - F-9
</TABLE>


                                       34
<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, shareholders' equity and cash flows for the years
ended December 31, 2002 and 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 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 audits provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CCP Worldwide, Inc.
and subsidiary at December 31, 2002, and the results of their operations and
cash flows for the years ended December 31, 2002 and 2001 in conformity with
accounting principles generally accepted in the United States of America.



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



                                      F-1
<PAGE>


                     CCP WORLDWIDE, INC. and Subsidiary
                        Consolidated Balance Sheets



<TABLE>
<CAPTION>
                                                                      June 30,
                                                                        2003           December 31,
                                                                     (Unaudited)           2002
                                                                      ---------          ---------
                                   ASSETS
                                   ------
Current assets:
<S>                                                                   <C>                <C>
  Cash                                                                $  16,511          $ 133,927
  Accounts receivable, net of allowance for
    doubtful accounts of $2,000 in 2003 and 2002                          7,854             20,051
  Loan to shareholder                                                     9,917              7,117
                                                                      ---------          ---------
    Total current assets                                                 34,282            161,095
                                                                      ---------          ---------

Fixed assets:
  Office furniture and equipment                                          1,525              1,525
  Accumulated depreciation                                               (1,525)            (1,525)
                                                                      ---------          ---------
    Total fixed assets                                                       --                 --
                                                                      ---------          ---------

Total assets                                                          $  34,282          $ 161,095
                                                                      =========          =========



               LIABILITIES and SHAREHOLDERS' (DEFICIT) EQUITY
               ----------------------------------------------

Liabilities:
  Accounts payable                                                    $  12,370          $  44,402
  Accrued expenses                                                       23,667                 --
  Payroll taxes payable                                                   5,324                 --
                                                                      ---------          ---------
    Total current liabilities                                            41,361             44,402
                                                                      ---------          ---------

Commitment (Note H)

Shareholders' (deficit) 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                                                     (148,255)           (24,483)
                                                                      ---------          ---------
    Total shareholders' (deficit) equity                                 (7,079)           116,693
                                                                      ---------          ---------

Total liabilities and shareholders' (deficit) equity                  $  34,282          $ 161,095
                                                                      =========          =========
</TABLE>


See accompanying notes to financial statements.




                                      F-2
<PAGE>



                       CCP WORLDWIDE, INC. and Subsidiary
                      Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                                 Six Months Ended June 30,
                                                 2003                 2002                  Years Ended December 31,
                                              (Unaudited)          (Unaudited)              2002                2001
                                              -----------          -----------          -----------          -----------
<S>                                           <C>                  <C>                  <C>                  <C>
Net sales                                     $    88,652          $   176,339          $   288,919          $   399,848
Cost of sales                                      71,129              155,421              244,733              344,511
                                              -----------          -----------          -----------          -----------
    Gross profit                                   17,523               20,918               44,186               55,337
                                              -----------          -----------          -----------          -----------

Operating expenses:
  Shareholder compensation (Note A)                36,814               17,500               45,000               45,000
  Professional fees                                84,391                   --               13,750                   70
  Selling, general and administrative              20,090                8,495               25,080               21,686
  Depreciation                                         --                   58                   87                   55
                                              -----------          -----------          -----------          -----------
    Total expenses                                141,295               26,053               83,917               66,811
                                              -----------          -----------          -----------          -----------

Net loss                                      $  (123,772)         $    (5,135)         $   (39,731)         $   (11,474)
                                              ===========          ===========          ===========          ===========

Loss per common share - basic                 $     (0.02)         $        **          $     (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.


                                      F-3
<PAGE>


                       CCP WORLDWIDE, INC. and Subsidiary
            Consolidated Statements of Shareholders' Equity (Deficit)
   Years Ended December 31, 2001 and 2002 and Six Months ended June 30, 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 - six months ended June 30, 2003 (Unaudited)         --             --             --        (123,772)       (123,772)
                                                           ---------      ---------      ---------       ---------       ---------
Balance, June 30, 2003 (Unaudited)                         4,995,000      $   4,995      $ 136,181       $(148,255)      $  (7,079)
                                                           =========      =========      =========       =========       =========
</TABLE>

See accompanying notes to financial statements.



                                      F-4
<PAGE>

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


<TABLE>
<CAPTION>
                                                                      Six Months Ended
                                                                 June 30,           June 30,                   Years Ended
                                                                   2003               2002           December 31,       December 31,
                                                                (Unaudited)        (Unaudited)           2002               2001
                                                                 ---------          ---------          ---------          ---------
Cash flows from operating activities:
<S>                                                              <C>                <C>                <C>                <C>
  Net loss                                                       $(123,772)         $  (5,135)         $ (39,731)         $ (11,474)
    Adjustments to reconcile net income (loss) to
    net cash (used in) provided by operating activities:
      Depreciation                                                      --                 58                 87                 55
      Shareholder compensation (Note A)                                 --             17,500             35,000             45,000
      Common stock issued for services                                  --                 --              2,500                 --
    Changes in operating assets and liabilities:
      Accounts receivable                                           12,197             (4,818)            13,500             13,159
      Accounts payable                                             (32,032)           (12,493)           (10,386)               (32)
      Accrued expenses                                              23,667                 --                 --                 --
      Payroll taxes                                                  5,324                 --                 --                 --
                                                                 ---------          ---------          ---------          ---------
    Net cash (used in) provided by operating activities           (114,616)            (4,888)               970             46,708
                                                                 ---------          ---------          ---------          ---------

Cash flows from investing activities:
  Loan to shareholder                                               (2,800)            10,983              7,983             (7,100)
                                                                 ---------          ---------          ---------          ---------

Cash flows from financing activities:
  Distributions to shareholders                                         --            (11,000)           (19,400)           (34,675)
  Common stock issued for cash                                          --                 --            139,469                 --
                                                                 ---------          ---------          ---------          ---------
    Net cash (used in) provided by financing activities                 --            (11,000)           120,069            (34,675)
                                                                 ---------          ---------          ---------          ---------

Net (decrease) increase  in cash                                  (117,416)            (4,905)           129,022              4,933
Cash - beginning of year                                           133,927              4,905              4,905                (28)
                                                                 ---------          ---------          ---------          ---------
Cash - end of year                                               $  16,511          $      --          $ 133,927          $   4,905
                                                                 =========          =========          =========          =========
</TABLE>


See accompanying notes to financial statements.



                                      F-5
<PAGE>


                       CCP WORLDWIDE, INC. and Subsidiary
                   Notes to Consolidated Financial Statements
               (All information pertaining to the Six-months Ended
                           June 30, 2003 is Unaudited)


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

Business Combination and Consolidation.
- ---------------------------------------
CCP Worldwide, Inc. ("CCP") was incorporated under the laws of Delaware on
September 23, 2002. On that date it issued 3,000,000 initial shares of common
stock to David R. Allison in exchange for 100% of the assets, liabilities and
outstanding stock of Custom Craft Packaging, Inc. ("Custom Craft"). Professional
fees associated with the acquisition approximated $70,000. As the companies were
under common control (100% owned by David Allison), the acquisition has been
accounted for under the purchase method using historical costs. 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. Custom Craft's suppliers
assume the obligation for the quality of the products they sell to Custom Craft
and ship to Custom Craft customers. The method of direct shipment used by Custom
Craft generally results in it having no inventory.

Between September 23, 2002 and June 30, 2003 the only material operations of CCP
were the incurrence of expenses related to organization costs and audit fees.

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
Custom Craft 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. Custom Craft has determined the fair value of his
services in 2001 and 2002 (thru September 23, 2002) to be $45,000 and $35,000,
respectively, giving consideration to the nature of the services performed, the
size of Custom Craft and the economic results achieved. Accordingly, the Company
has charged shareholder compensation and a contribution of capital for such
amounts.

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 will file
consolidated tax returns under Subchapter "C" and all compensation has been
charged to expense.



                                      F-6
<PAGE>


                       CCP WORLDWIDE, INC. and Subsidiary
                   Notes to Consolidated Financial Statements
               (All information pertaining to the Six-months Ended
                           June 30, 2003 is 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.

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 June 30, 2003
the Company did not grant any stock options. Diluted earnings (loss) per share
is not included as it is the same as basic.


                                      F-7
<PAGE>



                       CCP WORLDWIDE, INC. and Subsidiary
                   Notes to Consolidated Financial Statements
               (All information pertaining to the Six-months Ended
                           June 30, 2003 is Unaudited)


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

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

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 June 30, 2003 because
of the relatively short maturity of the instruments.

Income Taxes
- ------------
The Company accounts for income taxes under SFAS No. 109, Accounting for Income
Taxes ("SFAS 109"). SFAS 109 requires the recognition of deferred tax assets and
liabilities for both the expected impact of differences between the financial
statements and tax basis of assets and liabilities, and for the expected future
tax benefit to be derived from tax loss and tax credit carry-forwards. SFAS 109
additionally requires the establishment of a valuation allowance to reflect the
likelihood of realization of deferred tax assets.

Interim Unaudited Financial Statements
- --------------------------------------
The interim financial information is presented in accordance with generally
accepted accounting principles for interim financial statements. Such
information reflects all adjustments (consisting of only normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of the financial position, results of operations and cash flows of
the interim periods. The results of operations for the interim periods are not
necessarily indicative of the results for the full year.

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
- ------------------------
For the years ended December 31, 2002 and 2001, Custom Craft had two customers
that accounted for approximately 77% and 71%, respectively, of net sales. For
the six months ended June 30, 2003 and 2002, Custom Craft had four both
customers, that accounted for approximately 86% and 90%,
respectively, of net sales in each period.

At December 31, 2002 Custom Craft had two customers that accounted for
approximately 100% of accounts receivable. At June 30, 2003 Custom Craft had two
customers that accounted for approximately 94% of accounts receivable.



                                      F-8
<PAGE>

                       CCP WORLDWIDE, INC. and Subsidiary
                   Notes to Consolidated Financial Statements
               (All information pertaining to the Six-months Ended
                           June 30, 2003 is Unaudited)


Note D - Income Taxes
- ---------------------

The Company has a net operating loss carryforward for income tax purposes of
approximately $24,000 at December 31, 2002. This NOL will expire in 2022.

As of December 31, 2002 and 2001, deferred tax assets of $11,900 and $3,200,
respectively, have been provided on net operating losses. A full valuation
allowance has been provided for against these deferred tax assets.

A reconciliation between income tax at statutory Federal and State income tax
rates applied to pretax income to reported income tax expense, is as follows:


                                            Years Ended December 31,
                                      --------------------------------------
                                            2002                 2001
                                      ------------------    ----------------
 Income taxes at the statutory rate               8,700               2,500
 Valuation allowance                             (8,700)             (2,500)
                                      ------------------    ----------------
 Income taxes as reported                            --                  --
                                      ==================    ================

Note E - Capital Transactions
- -----------------------------
In September 2002 CCP issued 50,000 shares of common stock in exchange for
consulting services valued at $2,500. In December 2002 CCP issued 1,945,000
shares of common stock in exchange for cash of $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.

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 - Commitments
- ---------------------
As of December 31, 2002, the Company was committed for legal fees for securities
matters of $81,000. Subsequent to December 31, 2002, the Company paid an
additional $42,000 of the commitment.


                                      F-9
<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                                                          100,000.00
Accounting Fees                                                      15,000.00
Printing and Engraving                                                3,500.00
Miscellaneous                                                         1,700.00
                                                                  ------------
         TOTAL                                                   $  120,255.00


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 3,000,000 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,



                                      II-2
<PAGE>


as  amended.   There  was  no  general   solicitation.   These  securities  have
restrictions on resale and bear a legend disclosing this restriction.

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 corporate
governance. The shares were valued at $.05 per share. KGL Investments,  Ltd. and
Jackson  Steinem,  Inc.  are  accredited  investors.  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.  There was no general solicitation.  These securities have restrictions
on resale and bear a legend disclosing this restriction.

From  November 1, 2002 to December  19,  2002,  CCP sold  265,000  shares of its
common stock at $.10 per share for a total of $26,500. These shares were sold to
26 accredited investors who had access to all material information pertaining to
the Company.  A private  placement  memorandum  was  provided to the  accredited
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 of the  Securities  Act of 1933,  as amended.  There was no general
solicitation.  These  securities  have  restrictions on resale and bear a legend
disclosing this restriction.

Also,  from November 1, 2002 to December 19, 2002, CCP sold 1,680,000  shares of
its common  stock at $.10 per share for a total of  $168,000.  These shares were
sold  to 14  foreign  investors  who  had  access  to all  material  information
pertaining  to the  Company.  These  foreign  investors  signed  a  subscription
agreement that stated among other things that: the investor understands that the
shares have not been  registered  under the Securities  Act; that the shares may
only be resold in  compliance  with the  provisions  of  Regulation  S; that the
investor is not a U.S.  citizen;  that the investor is purchasing the shares for
its own account; and that the shares have restrictions on resale and will bear a
legend disclosing this restriction. The sales were a private transaction without
registration in reliance on the exemptions  provided by Rule 903 of Regulation S
of the Securities Act of 1933, as amended. There was no general solicitation.


         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.


                                      II-3
<PAGE>

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*

 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 July 3, 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


                                      II-4
<PAGE>

                           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
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 September 23, 2003.


                                              CCP Worldwide, Inc.


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


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


<TABLE>
<CAPTION>
      Signature                           Title                                      Dated
<S>                                <C>                                          <C>
 /s/ David R. Allison              President, CFO, Treasurer and                September 23, 2003
- ------------------------------     Chairman of the Board
     David R. Allison


/s/  Francis Ray Provencher        Secretary, Principal Accounting Officer,     September 23, 2003
- ------------------------------     Director
     Francis Ray Provencher


/s/  Thomas R. Shute               Director                                     September 23, 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 July 3, 2003.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>ex23_1.txt
<TEXT>
<PAGE>

                                                                    Exhibit 23.1
                         Consent of Independent Auditors


We hereby consent to the use in this amended Registration of Securities by a
Small-Business Issuer (Form SB-2A) of our report dated February 13, 2003
relating to the audited financial statements of CCP Worldwide, Inc. and
subsidiary as of December 31, 2002 and for the years ended December 31, 2002 and
2001 which appear in such Form SB-2A. We also consent to the reference to us
under the headings "Experts" in such Form SB-2A.



/s/ Rogoff & Company, P.C.


New York, New York
September 23, 2003

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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