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<SEC-DOCUMENT>0001144204-04-003793.txt : 20040330
<SEC-HEADER>0001144204-04-003793.hdr.sgml : 20040330
<ACCEPTANCE-DATETIME>20040330100521
ACCESSION NUMBER:		0001144204-04-003793
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20031231
FILED AS OF DATE:		20040330

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:		10KSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-102629
		FILM NUMBER:		04698348

	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>10KSB
<SEQUENCE>1
<FILENAME>v02283_10ksb.txt
<TEXT>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

           (Mark One)

               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    FOR FISCAL YEAR ENDED: DECEMBER 31, 2003

                                       OR

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       For the transition period from ________________ to ________________


                        Commission file number 333-102629
                                               ----------

                               CCP Worldwide, Inc.
                     ---------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)


              Delaware                                           45-0486747
  ------------------------------                            ------------------
  (State or other jurisdiction                                (IRS Employer
of incorporation or organization)                           Identification No.)


         6040-A Six Forks Road, Suite 179, Raleigh, North Carolina 27609
- --------------------------------------------------------------------------------
               (Address of principal executive offices)(Zip Code)

Issuer's telephone number           (919) 872-0401
                          ------------------------------------------------

Securities registered under Section 12(b) of the Act:  None
                                                       --------------------

Securities registered under Section 12(g) of the Act:  None
                                                       --------------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No

Check if disclosure of delinquent filers in response to Item 405 of Regulation S
B is not  contained in this form,  and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10 KSB or any  amendment to
this form 10 KSB. [X ]

State issuer's revenues for its most recent fiscal year: $ 211,272

As of March 15, 2004,  there were 4,995,000  shares of the  registrant's  common
stock, par value $.0001 issued and outstanding.  Of these,  1,985,000 shares are
held by non  affiliates of the  registrant.  There is no active market for these
shares.

Transitional Small Business Disclosure Format (check one):

Yes  [   ] ;  No  [ X ]

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933, as amended  ("Securities Act")
- -- N/A.

<PAGE>


                                TABLE OF CONTENTS


ITEM NUMBER AND CAPTION                                                     PAGE
- -----------------------                                                     ----

         Special Note Regarding Forward-Looking Statements...................4

PART I.

1.       Description of Business.............................................4

2.       Description of Property.............................................12

3.       Legal Proceedings...................................................12

4.       Submission of Matters to a Vote of Security Holders.................12

PART II

5.       Market for Common Equity and Related Stockholder Matters............12

6.       Management's Discussion and Analysis or Plan of Operation...........13

7.       Financial Statements................................................17

8.       Changes in and Disagreements with Accountants on Accounting and

         Financial Disclosure................................................17

8A.      Controls and Procedures.............................................18

PART III

9.       Directors and Executive Officers of the Registrant;
         Compliance with Section 16(a) of the Exchange Act...................19

10.      Executive Compensation..............................................20

11.      Security Ownership of Certain Beneficial Owners and Management......21

12.      Certain Relationships and Related Transactions......................22

13.      Exhibits, List and Reports on Form 8 K..............................23

14.      Principal Accountant Fees and Services..............................24


                                       3

<PAGE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Except for historical information, this report contains forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section  21E of  the  Securities  Exchange  Act of  1934.  Such  forward-looking
statements  involve  risks and  uncertainties,  including,  among other  things,
statements  regarding our business  strategy,  future  revenues and  anticipated
costs and expenses. Such forward-looking statements include, among others, those
statements including the words "expects",  "anticipates",  "intends", "believes"
and similar  language.  Our actual results may differ  significantly  from those
projected  in the  forward-looking  statements.  Factors  that  might  cause  or
contribute to such differences  include, but are not limited to, those discussed
in the section "Management's Discussion and Analysis or Plan of Operation".  You
should carefully review the risks described in other documents we file from time
to time with the  Securities and Exchange  Commission.  You are cautioned not to
place undue reliance on the forward-looking  statements,  which speak only as of
the date of this  report.  We undertake no  obligation  to publicly  release any
revisions to the  forward-looking  statements or reflect events or circumstances
after the date of this document.

                                     PART I

Item 1.           Description of Business

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,  folding cartons 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.  Custom Craft also features point of sale  merchandiser  packaging for
enhanced  retail  sales  of  consumer   products.   The  box  materials  include
corrugated,  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 that include product  fragility,  method of product  distribution
and point of sale requirements.

PRODUCT SEGMENTS

         The corrugated  packaging segment includes numerous types and styles of
corrugated  boxes and materials.  We supply a full range of corrugated  products
designed to protect,  ship,  store and display our customers'  products.  Custom
Craft  provides  a broad  array  of  packaging  products  and  materials  to its
customers.  Custom Craft  utilizes a large group of packaging  suppliers each of
whom provides  particular  strengths and  capabilities.  These include small and
large  corrugated  fabricators  as well as local (1  plant  facility),  regional
(several plants) and national  integrated  packaging  companies.  The integrated
companies  produce  their own liner and  medium  paper  used in  corrugated  box
production.  National suppliers that Custom Craft utilizes include Weyerhaeuser,
Packaging Corporation of America and Smurfit-Stone Container.


                                       4
<PAGE>

         The  point of  purchase  products  segment  includes  various  types of
merchandisers  designed to enhance the  salability  of consumer  products at the
point of sale.  Point of sale  merchandisers  primarily  includes various custom
designed counter, shelf and floor displays. These utilize graphics on corrugated
paper, including multicolor printing processes and lithographic labels laminated
to corrugated paper board. We work closely with sales and marketing personnel of
consumer  products  companies to determine  their  methods of  distribution  and
unique  product  characteristics.  We then work with our  selected  suppliers to
develop an array of innovative and  structural  designs.  Our suppliers  include
Smurfit-Stone  Display  Group and  Phoenix  Packaging  Group.  Custom  Craft has
capabilities  and  considerable  experience in point of sale packaging.  Current
customers include Camper Products and Wyatt-Quarles.

         Our foam  products  segment  supplies  materials  that are utilized for
protective  packaging uses with excellent  characteristics  for impact resistant
cushioning.  These foam  products  are  generally  used to protect  and  cushion
various commercial and industrial  products from the point of manufacture to the
point  of  delivery.   Polyurethane  and  polyethylene   foams  represent  these
characteristics  and can be formed  to unique  and  custom  sizes and  shapes by
various methods including die cutting, contour cutting and lamination.  3rdTech,
Inc. and Valcor are current Custom Craft  customers for these foams and methods.
Expanded  polystyrene  (EPS)  has  more  rigid  foam  characteristics  and is an
excellent  and  economical   material  for  cushioning  and  "block  and  brace"
requirements,  i.e. prevent product movement in a transit  environment.  Current
customers utilizing EPS are Carnes, Inc. and Camper Products.

         The  folding  carton  and  paperboard  materials  segment  is  utilized
primarily for product  containment,  transit and point of sale  presentation for
most  consumer  products.  Folding  cartons must be able to maintain  structural
integrity  while  graphically  presenting  the  product  in a  favorable  way to
consumers on retail shelves.  By partnering with our suppliers,  Custom Craft is
able to  provide a full line of  structural  and  design  services  tailored  to
specific  technical  requirements  of our customers.  Custom Craft customers who
utilize folding cartons are software company Vital Source Technologies and a new
customer,  frozen desert  manufacturer  Poppies  International.  Custom  Craft's
suppliers for these  customers are regional  supplier  Hickory  Printing in High
Point,  North  Carolina,  and  national  supplier  Americraft  Carton from their
Winston-Salem, North Carolina facility.

MARKETING

         Custom Craft  employs a marketing  strategy of selling a broad range of
paper  related  and foam  packaging  products to  marketers  of  industrial  and
consumer products. We select outside suppliers to manufacture these products and
base the supplier  selection on many variables such as capabilities,  history of
quality and competitive price levels. We seek and maintain customers who require
high  levels of  specialized  packaging  products  and  services  as a means for
competitive differentiation.

         Neither CCP nor Custom Craft have any manufacturing experience.

CUSTOM CRAFT'S DEPENDENCE UPON MAJOR CUSTOMERS

         Custom Craft generated 74% of its revenues from its two major customers
for the year ended  December 31, 2003.  These two customers  have a good payment
history.



                                       5
<PAGE>


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

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

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

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

         The 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:

<TABLE>
<CAPTION>
<S>                                                         <C>
o        Automotive Cushion and Component Parts             o        Gaskets, Water Sport Floatation 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
</TABLE>


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


                                       6
<PAGE>


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.   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.

<TABLE>
<CAPTION>
                                                         Estimated % of Bun    Estimated Annual
Company                       Locations                         Market               Sales
- -------                       ---------                         ------               -----
<S>                      <C>                             <C>                   <C>
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
</TABLE>


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

                Manufacturers of Ethylene Vinyl Acetate-Enhanced
                          Cross-Linked Polyethylene Bun
                ------------------------------------------------

                                                  Estimated
                                                   Annual
Company                  Locations                  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.


                                       7
<PAGE>


         We will market CCP's products by the following:

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

            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.  The  other  competitors  in  this  industry  have
significantly more resources and are already established in the market.

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 Mobil 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:


                                       8
<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>


                                       9
<PAGE>


Government Regulations and Environmental Compliance

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

Intellectual Property

         CCP has no intellectual property.

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

WE HAVE NO EXPERIENCE IN, OR REVENUES FROM, THE  MANUFACTURING  OF  CROSS-LINKED
POLYETHYLENE  FOAM, WHICH MAY RESULT IN THE FAILURE OF CCP AND THEREFORE YOU MAY
LOSE ALL OF YOUR INVESTMENT.

         Although CCP's operating  subsidiary  Custom Craft Packaging,  Inc. has
had operations since 1993, neither CCP nor its operating subsidiary Custom Craft
Packaging  have   experience  in,  or  revenues  from,  the   manufacturing   of
cross-linked  polyethylene  foam.  This  lack of  manufacturing  experience  and
revenues  may make it more  difficult  for CCP to succeed as a  manufacturer  of
cross-linked polyethylene foam. Therefore, you may lose all of your investment.

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

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


                                       10
<PAGE>


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.

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 March  10,  2004,  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 March  10,  2004,  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.


                                       11
<PAGE>


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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


ITEM 2. DESCRIPTION OF PROPERTY

         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.


ITEM 3. LEGAL PROCEEDINGS

         We are not aware of any pending or threatened legal proceedings against
us.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable

                                     PART II

ITEM 5. Market for Common Equity and Related Stockholder Matters

         Our common stock  commenced  trading on the  Over-the-Counter  Bulletin
Board  (OTCBB)  under  the  symbol  "CPPI" on  February  11,  2004.  There is no
assurance that an active trading market for our common stock will develop.

         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.


                                       12
<PAGE>


         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.


         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.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

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

PLAN OF OPERATIONS FOR THE NEXT TWELVE MONTHS

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


<TABLE>
<CAPTION>
     MILESTONES                                                                        COSTS
<S>                                                                                    <C>
2nd Quarter 2004-

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.

3rd 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.
</TABLE>

                                       13

<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                    <C>
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
fourth quarter of 2004.

4th 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.

9.       Interview,  select  and  hire  production  manager-salary:                     $6,000-$8,000/mo.
         (following 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        $1,165
         waste, with N.C. Department of Environment Natural Resources.

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

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

1st Quarter 2005-

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.
</TABLE>


                                       14
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                    <C>
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 first quarter of 2005, CCP anticipates the start-up of operations and the
generation of revenue from these operations.

The initial efforts are for the purpose of developing the  organization  and the
identification  and  selection of optimal  equipment  options.  The first of two
private  placement  offerings of stock for $1,500,000 had initially been planned
for the first  quarter  of 2004.  Because  of market  conditions,  this  private
placement did not take place and is now scheduled for the third quarter of 2004.
The  proceeds  from  this  first  offering  will be used to hire key  sales  and
financial  employees,  rent functional temporary office and warehouse facilities
and begin to develop a market presence for our products.

In the  third  quarter  of the plan of  operations  CCP will  commit  additional
resources to production aspects of the proposed foam manufacturing business. The
production  manager will be hired and final selection of equipment and permanent
production and office  facilities will be made. Sales and marketing efforts will
be continued  including the  development  of CCP web site.  Also included is the
initiation  of the  second  of two  private  placement  offerings  of stock  for
$3,000,000.

The proceeds  from this second  offering  will allow CCP to place orders for the
production  equipment  previously  selected,  appropriate  office  and  computer
equipment,  additional  sales  and  marketing  tools  and for the  hiring of the
quality control manager and chemist.

RESULTS OF OPERATION - YEARS ENDED DECEMBER 31, 2003 AND 2002

Net sales fell from  $288,919  for the year ended  December 31, 2002 to $211,272
for the year ended  December 31, 2003,  a  difference  of $77,647 or 26.9%.  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.  This material loss of business  accounted for the majority of
the sales decline for both comparative periods.  Partially offsetting this sales
decline were sales to a new customer, Poppies International, Inc.


                                       15
<PAGE>


Cost of sales  decreased  from $244,733 in 2002 to a $175,439 for the year ended
December 31, 2003, a difference  of $69,294 or 28.3%.  This  decrease  reflected
CCP`s  decrease in sales  volume.  CCP`s gross profit  margin for the year ended
2002 was 15.3% of net  sales,  compared  to 17.0% for the year ended  2003.  CCP
believes this is due to slow sales  activity from the  continuing  customer base
representing generally higher margin business.

The operating expense component for shareholder compensation was $45,000 for the
year ended  December  31, 2002 and  $43,917 for the year ended 2003.  $35,000 of
this  compensation  during 2002 is a non-cash amount recorded by CCP 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 passed 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.

General and  administrative  expenses  increased from $25,167 for the year ended
December 31, 2002 to $42,541 for the year ended December 31, 2003.

Professional  fees  increased from $13,750 for the year ended December 31, 2002,
to $140,156  for the year ended  December  31, 2003.  These  professional  fees,
primarily  legal and  accounting  fees,  were incurred by CCP as a result of the
costs of the registration statement filed by us in 2003.

Net loss for the year ended  December  31, 2002 was  $39,731,  compared to a net
loss of $190,781 for the year-ended December 31, 2003. This increase in net loss
is due primarily to increased operating  expenses.  Such increases in losses are
due in part to the  legal and  accounting  costs of the  registration  statement
filed by us in 2003.

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.

Net Cash provided by operating  activities  was $970 for the year ended December
31, 2002, compared to net cash used in operating  activities of $128,489 for the
year ended  December 31, 2003.  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, 2003.

Net cash  provided by  financing  activities  were  $120,069  for the year ended
December 31, 2002 and $0 for the year ended December 31, 2003 primarily from the
sale of common  stock for cash in 2002.  The sale of CCP's  common  stock is the
primary  reason for the increase of cash for the year ended December 31, 2002 as
compared to December 31, 2003.

CCP  requires  external  financing  to fund its  operations  in the next  twelve
months. Such financing is expected to be through the sale of common stock and or
debt  issuances.  However,  CCP does not have any commitment from any sources to
raise this capital. If management is unable to generate external  financing,  it
will not be able to proceed with CCP's business plan, and accordingly operations
would have to be curtailed.  For current  operations,  the box 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.  Custom  Craft also  benefits
from terms of sale of 30 days from its suppliers.


                                       16
<PAGE>


CCP's 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 third  quarter of 2004,  and  $3,000,000  in the first
quarter of 2005.  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 was 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.

At December 31, 2003, CCP had both negative  working capital and a shareholders'
deficit of $74,088.  There is substantial doubt that we will be able to continue
as a going concern without additional funding. Management intends to continue to
seek  merger  opportunities  and  additional  financing  to fund our  operations
although  there  can be no  assurances  that  any  such  opportunities  will  be
available. Our financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.

ITEM 7. FINANCIAL STATEMENTS

The  financial   statements  and  supplementary   data  are  included  beginning
immediately  following the signature page to this report. See Item 13 for a list
of the financial statements and financial statement schedules included.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

         Rogoff & Co., P.C. was the  independent  certifying  accountant for the
Company for the fiscal years ended December 31, 2001 and 2002.

         On  February  10,  2004,  Rogoff & Co.,  P.C.  declined  to  stand  for
reappointment as the Company's  certifying  accountant.  Subsequently we engaged
Sherb & Co.,  LLP,  805  Third  Avenue,  New  York,  NY 10022 as our  certifying
accountant  for the fiscal year ending  December 31, 2003.  The  appointment  of
Sherb & Co., LLP was approved by our board of directors.

         The reports of Rogoff & Co., P.C. on the Company's financial statements
for the fiscal  years ended  December  31, 2001 and 2002,  contained  no adverse
opinion or  disclaimer  of opinion,  nor was either  qualified or modified as to
uncertainty, audit scope or accounting principle.


                                       17
<PAGE>


         In  connection  with the audits of the fiscal years ended  December 31,
2001  and  2002  and  during  the  subsequent   interim  period   preceding  its
declination,  there were no disagreements  between the Company and Rogoff & Co.,
P.C. on any matter of accounting  principles or practices,  financial  statement
disclosure,  or  auditing  scope  or  procedures,  which  disagreements,  if not
resolved  to its  satisfaction,  would have  caused  Rogoff & Co.,  P.C. to make
reference  to the subject  matter of the  disagreement  in  connection  with its
reports.

         In  connection  with the audits of the fiscal years ended  December 31,
2001 and 2002, and during the subsequent interim period preceding its dismissal,
Rogoff & Co., P.C. did not advise the Company that:

         (A) internal  controls  necessary  for the Company to develop  reliable
financial statements did not exist;

         (B)  information  had come to its attention that led it to no longer to
be  able  to  rely  on the  Company's  management's  representations  or made it
unwilling to be associated with the financial statements prepared by management;

         (C) there was a need to expand significantly the scope of its audit, or
that  information  had come to its  attention  during such time  periods that if
further investigated might: (i) materially impact the fairness or reliability of
either a previously issued audit report or the underlying financial  statements,
or the financial  statements  issued or to be issued covering the fiscal periods
subsequent  to the date of the most recent  financial  statements  covered by an
audit  report,  or  (ii)  cause  it to be  unwilling  to  rely  on  management's
representations or be associated with the Company's financial statements.

         Prior  to  engaging  Sherb  & Co.,  LLP,  we did  not  consult  with it
regarding the  application  of accounting  principles to a specific or completed
transaction or the type of audit opinion that might be rendered on our financial
statements.

ITEM 8A. CONTROLS AND PROCEDURES.

   Our principal executive officer and principal financial officer evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended)  as of the end of the  period  covered  by this  report.  Based on this
evaluation,  the Company's  principal  executive officer and principal financial
officer have concluded that the Company's  controls and procedures are effective
in providing  reasonable assurance that the information required to be disclosed
in this report has been recorded,  processed,  summarized and reported as of the
end of the period covered by this report.

   During the period covered by this report, there have not been any significant
changes in our internal  controls or, to our  knowledge,  in other  factors that
could significantly affect our internal controls.


                                       18
<PAGE>


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS

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.

<TABLE>
<CAPTION>
               Name                        Age                               Position
               ----                        ---                               --------
<S>                                        <C>    <C>
         David R. Allison                  55     President, CFO, and Chairman of the Board of Directors

         Francis Ray Provencher            61     Secretary and Director

         Thomas R. Shute                   64     Director
</TABLE>

      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 public  reporting  company  as of 2002,  and is
currently  the  president,  CFO  and  Chairman  of the  Board  of  Directors  of
CompuPrint, Inc. CompuPrint is a remanufacturer and distributor of laser and ink
jet  printer  cartridges.  From 1985 to 1993,  Mr.  Allison  was the founder and
president of Com-Tech Packaging,  Inc., its business included packaging and foam
manufacturing.  Mr. Allison  graduated from the University of Denver with a B.S.
degree  in  Business  Administration  in 1971.  Mr.  Allison  currently  devotes
approximately  10 hours  per week to CCP and 15 hours to its  subsidiary  Custom
Craft.  It is  anticipated  that the  number  of hours  he  commits  to CCP will
continue to grow through 2003 to  approximately  30 hours per week to CCP and an
additional 15 hours to its subsidiary Custom Craft.

      FRANCIS  "RAY"  PROVENCHER  has been the  secretary  and a director  since
September,  2002.  Since 1994,  Mr.  Provencher has been the treasurer of Custom
Craft Packaging,  Inc. Since 1992, Mr.  Provencher has been  self-employed as an
accountant. From 1988 to 1992 he was the controller for J&G Truck Brokers, Inc.,
a freight brokerage in Wake Forest, North Carolina. From 1984 to 1988 he was the
controller for Geobased Systems, Inc., a computer software developer in Research
Triangle Park, North Carolina. From 1982 to 1984 he was an accounting instructor
at Hardbarger Junior College in Raleigh, North Carolina. Mr. Provencher attended
North Carolina State  University  from 1975 to 1980 and studied  accounting.  He
earned his Public  Accountant's  Certificate in 1981. Mr.  Provencher  currently
devotes  approximately 2 hours per week each to CCP and to its subsidiary Custom
Craft. This commitment is expected to grow through 2003 to 5 hours per week each
to CCP and to its subsidiary Custom Craft.

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


                                       19
<PAGE>


ITEM 10. 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,  2003,  2002 and 2001.  Note that CCP
Worldwide  was  incorporated  on  September  23, 2002,  therefore,  there was no
compensation  to any executive  officers in 2001. The  compensation  to David R.
Allison listed below reflects  compensation  from Custom Craft,  CCP's operating
subsidiary.  The named executive  officers (the "Named Executive  Officers") are
CCP Worldwide,  Inc.'s Chief  Executive  Officer,  Chief  Operating  Officer and
Secretary and the other executive officers of CCP Worldwide who each received in
excess of  $100,000  in total  annual  salary  and bonus for  fiscal  year 2002.
Compensation is shown in the following table:


                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                  Annual Compensation
                                                           ----------------------------------

                                                                              Other Annual
Name and Principal Position                Fiscal Year     Salary ($)        Compensation ($)
- ---------------------------                -----------     ----------        ----------------
<S>                                        <C>             <C>               <C>
David R. Allison                              2003          $43,917                0
    President, CFO, Chairman of the           2002             0              $45,000 (1)
    Board of Directors                        2001             0              $45,000 (2)

Francis Ray Provencher                        2003             0                   0
    Secretary, Director                       2002             0                   0
                                              2001             0                   0

Thomas R. Shute                               2003             0                   0
    Director                                  2002             0                   0
                                              2001             0                   0
</TABLE>

(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, 2003, 2002 or 2001.


                                       20
<PAGE>


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. 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.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth  information  regarding the  beneficial
ownership  of our common  stock as of March 10, 2004.  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.


                                       21
<PAGE>


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.

<TABLE>
<CAPTION>

                                                                             AMOUNT OF COMMON
                                                  EXECUTIVE OFFICE HELD     STOCK BENEFICIALLY     PERCENT OF CLASS
    NAME AND ADDRESS OF BENEFICIAL OWNER                 (IF ANY)                 OWNED            OF COMMON STOCK
- ---------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                        <C>                    <C>
David R. Allison                                 President and Chairman          3,000,000               60%
c/o CCP Worldwide, Inc.                          of the Board of
6040-A Six Forks Road, Suite 179                 Directors
Raleigh, North Carolina 27609

Francis Ray Provencher                           Secretary and Director                  0                0%
c/o CCP Worldwide, Inc.
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>


ITEM 12. 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 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 December 12, 2003 was $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.


                                       22
<PAGE>


         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 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.


ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)   The following documents are filed as part of this report.

1.    FINANCIAL STATEMENTS PAGE

      Independent Auditors' Report                                    F 1

      Consolidated Balance Sheet as of December 31, 2003 and 2002     F 2

      Consolidated Statements of Operations for the years ended
      December 31, 2003, and 2002                                     F 3

      Consolidated Statement of Shareholders' Deficit for the years
      ended December 31, 2003 and 2002                                F 4

      Consolidated Statements of Cash Flows for the years ended
      December 31, 2003 and 2002                                      F 5

      Notes to Consolidated Financial Statements                      F 6

2.    FINANCIAL STATEMENT SCHEDULES

      All  financial  statement  schedules  are  omitted  because  they  are not
applicable or the required  information is shown in the financial  statements or
notes thereto.



                                       23
<PAGE>


3.       EXHIBITS

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

      3.1   Certificate of Incorporation*

      3.2   By-Laws*

      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*

      31.1  Rule  13(a)-14(a)/15(d)-14(a)  Certification of Principal  Executive
            Officer

      31.2  Rule  13(a)-14(a)/15(d)-14(a)  Certification of Principal  Financial
            Officer

      32.1  Certification of Chief Executive  Officer pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002

      32.2  Certification of Chief Financial  Officer pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002

- -----------------
*     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 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)  Audit Fees

The aggregate fees billed for professional services rendered by Sherb & Co., LLP
for the audit of the Registrant's annual financial  statements and review of the
financial  statements included in the Registrant's Forms 10-QSB or services that
are  normally  provided by the  accountant  in  connection  with  statutory  and
regulatory  filings or  engagements  for fiscal years 2003 and 2002 were $10,000
and $0, respectively. The aggregate fees for these services paid to Registrant's
prior auditor, Rogoff & Co., P.C., for fiscal year 2002, were $26,175.

(2)  Audit Related Fees

The aggregate fees billed for professional services rendered by Sherb & Co., LLP
for  audit  related  fees  for  fiscal  years  2003  and  2002  were  $0 and $0,
respectively.  The aggregate fees for these services paid to Registrant's  prior
auditor, Rogoff & Co., P.C., for fiscal year 2002, were $0.


                                       24
<PAGE>


(3)  Tax Fees

The aggregate  fees billed for  professional  services  rendered by Singer Lewak
Greenbaum & Goldstein,  LLP for the preparation of the Registrant's tax returns,
including  tax  planning  for  fiscal  years  2003  and  2002  were  $0 and  $0,
respectively.

(4)  All Other Fees

The aggregate fees billed for professional services rendered by Sherb & Co., LLP
for  all  other  services  for  fiscal  years  2003  and  2002  were  $0 and $0,
respectively.

(5)  Audit Committee Policies and Procedures

The Registrant does not have an audit  committee.  The Board of Directors of the
Registrant  approved all of the services  rendered to the  Registrant by Sherb &
Co., LLP for fiscal years 2003 and 2002.

(6) Audit Work  Attributed  to Persons  Other than Sherb & Co.,  LLP  Full-time,
Permanent Employees.

Not applicable.


                                       25
<PAGE>


                                   SIGNATURES


      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.

Dated:  March 29, 2004                        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 Chairman of the Board     March 29, 2004
- ---------------------------------
        David R. Allison


   /s/ Francis Ray Provencher       Secretary, Principal Accounting Officer, Director       March 29, 2004
- ---------------------------------
     Francis Ray Provencher


       /s/ Thomas R. Shute          Director                                                March 29, 2004
- ---------------------------------
         Thomas R. Shute

</TABLE>


                                       26
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

                       CCP Worldwide, Inc. and Subsidiary

<TABLE>
<CAPTION>
<S>                                                                                         <C>
Independent Auditors' Report................................................................F-1 - F-2

Consolidated Balance Sheet as of December 31, 2003..........................................F-3

Consolidated Statements of Operations for the years ended December 31, 2003 and 2002........F-4

Consolidated Statement of Shareholders' Deficit as of and for the years ended
         December 31, 2002 and 2003 ........................................................F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2003 and 2002 .......F-6

Notes to Consolidated Financial Statements .................................................F-7

</TABLE>


<PAGE>


                          Independent Auditors' Report



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

We  have  audited  the  accompanying   consolidated  statements  of  operations,
stockholders'  equity and cash flows of CCP  Worldwide,  Inc. and Subsidiary for
the  year  ended  December  31,  2002.   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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

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


/s/ Rogoff & Company, P.C.

February 13, 2003
New York, New York

                                       F-1

<PAGE>


                          INDEPENDENT AUDITORS' REPORT

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

We have audited the  accompanying  consolidated  balance sheet of CCP Worldwide,
Inc.  and  subsidiary  as of  December  31,  2003 and the  related  consolidated
statements  of  operations,  shareholders'  deficit  and cash flows for the year
ended December 31, 2003. 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 audit.

We conducted our audit 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 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
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of CCP  Worldwide,  Inc.  and
subsidiary  as of December  31, 2003 and the results of its  operations  and its
cash  flows for the year then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements, the Company has experienced losses and negative cash flows
for  the  year  ended  December  31,  2003.  Additionally,  the  Company  has an
accumulated   deficit  and  negative  working   capital.   These  factors  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note A. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

                                               /s/ Sherb & Co., LLP
                                               Sherb & Co., LLP
                                               Certified Public Accountants


New York, New York
March 24, 2004

                                       F-2

<PAGE>

                     CCP WORLDWIDE INC. and Subsidiary
                         Consolidated Balance Sheet
                             December 31, 2003


<TABLE>
<CAPTION>
                                   ASSETS

Current assets:
<S>                                                                        <C>
      Cash                                                                 $  12,555
      Accounts receivable, net of allowance for doubtful accounts
        of $2,000                                                              3,928
                                                                           ---------
          Total current assets                                                16,483

Furniture and equipment, net of accumulated depreciation of $1,525                --
                                                                           ---------

                                                                           $  16,483
                                                                           =========

                   LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
      Accounts payable                                                     $   4,775
      Accrued expenses                                                        85,796
                                                                           ---------
          Total current liabilities                                           90,571
                                                                           ---------

Shareholders' deficit:
      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
      Additional paid-in capital                                             136,181
      Accumulated deficit                                                   (215,264)
                                                                           ---------
          Total shareholders' deficit                                        (74,088)
                                                                           ---------

                                                                           $  16,483
                                                                           =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-3

<PAGE>

                       CCP WORLDWIDE, INC. and Subsidiary
                      Consolidated Statements of Operations


                                                For the Years Ended December 31,
                                                --------------------------------
                                                    2003                2002
                                                 -----------        -----------

Net revenues                                    $   211,272        $   288,919
Cost of sales                                       175,439            244,733
                                                -----------        -----------

                                                     35,833             44,186
                                                -----------        -----------

Operating expenses:
      Shareholder compensation                       43,917             45,000
      Professional fees                             140,156             13,750
      General and administrative expenses            42,541             25,167
                                                -----------        -----------
                                                    226,614             83,917
                                                -----------        -----------

Net loss                                        $  (190,781)       $   (39,731)
                                                ===========        ===========

Loss per common share - basic and diluted       $     (0.04)       $     (0.01)
                                                ===========        ===========

Weighted average common shares
      outstanding - basic and diluted             4,995,000          3,168,745
                                                ===========        ===========


          See accompanying notes to consolidated financial statements.

                                       F-4

<PAGE>

           CCP WORLDWIDE, INC. and Subsidiary
     Consolidated Statement of Shareholders' Deficit

<TABLE>
<CAPTION>
                                                                 Common Stock          Additional                       Total
                                                           -----------------------      Paid-in       Accumulated    Shareholders'
                                                             Shares       Amount        Capital         Deficit        Deficit
                                                           ---------     ---------     ---------      ---------      ---------
<S>                                                        <C>           <C>           <C>            <C>            <C>
Balance, January 1, 2002                                   3,000,000     $   3,000     $  45,000      $ (49,145)     $  (1,145)

Shareholder compensation                                          --            --        35,000             --         35,000

Dividend 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

Sale of common stock, net of offering costs of $55,031     1,945,000         1,945       137,524             --        139,469

Net loss                                                          --            --            --        (39,731)       (39,731)
                                                           ---------     ---------     ---------      ---------      ---------

Balance, December 31, 2002                                 4,995,000         4,995       136,181        (24,483)       116,693

Net loss                                                          --            --            --       (190,781)      (190,781)
                                                           ---------     ---------     ---------      ---------      ---------

Balance, December 31, 2003                                 4,995,000     $   4,995     $ 136,181      $(215,264)     $ (74,088)
                                                           =========     =========     =========      =========      =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-5
<PAGE>

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

<TABLE>
<CAPTION>
                                                              For the Years Ended December 31,
                                                              --------------------------------
                                                                    2003           2002
                                                                  ---------      ---------
Cash flows from operating activities:
<S>                                                               <C>            <C>
      Net loss                                                    $(190,781)     $ (39,731)
      Adjustments to reconcile net loss to net cash
          (used in) provided by operating activities:
              Depreciation                                               --             87
              Shareholder compensation                                   --         35,000
              Common stock issued for services                           --          2,500
          Changes in operating assets and liabilities:
              Accounts receivable                                    16,123         13,500
              Accounts payable                                      (39,627)       (10,386)
              Accrued expenses                                       85,796             --
                                                                  ---------      ---------
          Net cash (used in) provided by operating activities      (128,489)           970
                                                                  ---------      ---------


Cash flows from investing activities:
      Loan to shareholder                                             7,117          7,983
                                                                  ---------      ---------

Cash flows from financing activities:
      Dividends                                                          --        (19,400)
      Sale of common stock                                               --        194,500
      Offering costs                                                     --        (55,031)
                                                                  ---------      ---------
          Net cash provided by financing activities                      --        120,069
                                                                  ---------      ---------

Net (decrease) increase in cash                                    (121,372)       129,022

Cash - beginning of year                                            133,927          4,905
                                                                  ---------      ---------

Cash - end of year                                                $  12,555      $ 133,927
                                                                  =========      =========

Cash paid during the year for:
      Interest                                                    $      --      $      --
                                                                  =========      =========
      Income taxes                                                $      --      $      --
                                                                  =========      =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-6

<PAGE>

                       CCP WORLDWIDE, INC. and Subsidiary
                   Notes to Consolidated Financial Statements

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 the state of
Delaware on  September  23,  2002.  On that date it issued  3,000,000  shares of
common stock to David R. Allison in exchange for 100% of the 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. In addition,  prior historical financial  information of Custom Craft has
been presented  retroactively.  All significant  intercompany  transactions  and
balances have been eliminated in  consolidation.  The accompanying  consolidated
financial  statements  of CCP and Custom  Craft,  hereafter  referred  to as the
"Company",  present the results of operations  for the years ended  December 31,
2003 and 2002.

Business Activity.

Since 1993, the Company 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 the Company's customers,  all of which
are in the U.S. The Company sets its own sales prices and extends  credit to its
customers, for which it has credit risk. The Company supports the quality of its
products  and is the  primary  obligor on sales to its  customers.  The  Company
selects  suppliers  based on its  assessment  of their ability to produce all or
some part of the specifically designed materials.  The Company is obliged to pay
the suppliers and receives no  commissions  from them.  The Company's  suppliers
assume the  obligation  for the quality of the products they sell to the Company
and ship to the Company's  customers.  The method of direct shipment used by the
Company generally results in it having no inventory.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  At  December  31,  2003,  the Company has a
negative  working  capital  and a  shareholders'  deficit of  $74,088.  There is
substantial  doubt that it will be able to continue as a going  concern  without
additional funding.  Management intends to continue to seek merger opportunities
and  additional  financing  to fund  its  operations  although  there  can be no
assurances  that  any  such  opportunities  will  be  available.  The  financial
statements  do not include any  adjustments  that might be necessary  should the
Company be unable to continue as a going concern.

Tax Status and Shareholder Compensation.

Until  September  23, 2002,  Custom  Craft filed their income tax returns  under
Subchapter "S" of the Internal  Revenue Code,  whereby the taxable 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  2002  (thru  September  23,  2002)  to  be  $35,000,   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 reflect operations since the business combination.
After  September  23,  2002,  CCP and Custom  Craft will file  consolidated  tax
returns under "C" Corp status and all compensation has been charged to expense.

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.


                                       F-7

<PAGE>


                       CCP WORLDWIDE, INC. and Subsidiary

                   Notes to Consolidated Financial Statements

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

Cash and cash equivalents

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

Revenue Recognition

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

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 accounted  for 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.

Loss Per Share

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

Under SFAS 128 basic net loss per share is computed by dividing the net loss for
the reporting period by the weighted average number of common shares outstanding
during the year.

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,  accounts  payable and accrued  expenses  approximate  fair value at
December 31, 2003 because of the relatively short maturity of the instruments.


                                       F-8

<PAGE>


                       CCP WORLDWIDE, INC. and Subsidiary

                   Notes to Consolidated Financial Statements

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

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 temporary  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 unlikelihood of realization of deferred tax assets.

Shipping & handling

The Company  incurs,  and charges  customers,  shipping and  handling  costs for
delivery of its product.  Fees received  from  customers are included in revenue
and the related costs are included as a component of costs of goods sold.

Recent Accounting Pronouncements

In April 2003,  the FASB issued SFAS  Statement No. 149,  Amendment of Statement
133  on  Derivative  Instruments  and  Hedging  Activities,"  which  amends  and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively  referred to as derivatives) and for hedging activities under FASB
Statement No. 133, Accounting for Derivative instruments and Hedging Activities.
This  Statement is effective for contracts  entered into or modified  after June
30, 2003,  except for certain hedging  relationships  designated  after June 30,
2003. Most  provisions of this Statement  should be applied  prospectively.  The
Company does not expect the  adoption of SFAS No. 149 to have a material  impact
on its financial statements.

In May 2003,  the FASB issued SFAS  Statement No. 150,  "Accounting  for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
Statement  establishes  standards  for how an  issuer  classifies  and  measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  It  requires  that an issuer  classify a financial  instrument  that is
within  its  scope as a  liability  (or an asset  in some  circumstances).  This
statement is effective for financial  instruments entered into or modified after
May 31, 2003,  and  otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatory  redeemable financial
instruments of nonpublic  entities,  if  applicable.  It is to be implemented by
reporting  the  cumulative  effect of a change in an  accounting  principle  for
financial  instruments  created  before the issuance  date of the  Statement and
still existing at the beginning of the interim  period of adoption.  The Company
does not expect the  adoption  of SFAS No. 150 to have a material  impact on its
financial statements.

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, 2003 and 2002,  the Company had two  customers
that accounted for approximately 74% and 77%, respectively, of net sales.

At  December  31,  2003,  the  Company  had two  customers  that  accounted  for
approximately 100% of accounts receivable.


                                       F-9

<PAGE>


                       CCP WORLDWIDE, INC. and Subsidiary
                   Notes to Consolidated Financial Statements

Note D - Income Taxes

The Company has net operating loss carryforwards (`NOL") for income tax purposes
of  approximately  $205,000 at December 31, 2003.  This NOL will expire in 2023.
Utilization  of these  loss  carryforwards  may be  limited  under the  Internal
Revenue Code. As of December 31, 2003,  deferred tax assets of $71,700 have been
provided on net operating  losses. A full valuation  allowance has been provided
for against these deferred tax assets, because it is more likely than not that a
tax benefit will not be realized.  The valuation allowance against the Company's
net deferred tax assets  increased  $54,300  during the year ended  December 31,
2003.

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,
                                                       ------------------------
                                                          2003          2002
                                                        --------      --------

          Statutory federal income tax                  $(45,000)     $ (6,000)
          State income taxes, net of federal income
                 tax benefit                             (18,000)       (2,700)
          Valuation allowance                             63,000         8,700
                                                        --------      --------
          Income taxes as reported                      $     --      $     --
                                                        ========      ========


Note E - Shareholders' Deficit

The  Company has  authorized  5,000,000  shares of  preferred  stock,  par value
$0.0001, currently there are no shares issued and outstanding.

In September  2002 the Company  issued 50,000 shares of common stock in exchange
for  consulting  services  valued at $2,500.  In December  2002 the Company sold
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 the
Company's 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 as of
December 31, 2003.

                                      F-10


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>v02283_ex31-1.txt
<TEXT>

                                                                    EXHIBIT 31.1

                                 CERTIFICATIONS

I, David R. Allison,  Chief Executive  Officer of CCP Worldwide,  Inc.,  certify
that:

      1. I have  reviewed  this annual  report on Form 10-KSB of CCP  Worldwide,
Inc.;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14(c) and 15d-14(c)) for the registrant and we have:

            a) Designed such disclosure controls and procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated  subsidiaries,  is made know to us by others within those entities,
particularly during the period in which this annual report is being prepared;

            b)  Evaluated  the  effectiveness  of  the  registrant's  disclosure
controls and  procedures,  and presented in this annual  report our  conclusions
about the effectiveness of the disclosure  controls and procedures as of the end
of the period covered by this report based on our evaluation;

            c) Disclosed in this report any change in the registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

      5. The registrant's other certifying officers and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the  registrant's  auditors  and the audit  committee of  registrant's  board of
directors (or persons performing the equivalent functions):

            a) All  significant  deficiencies  and  material  weaknesses  in the
design or operation of internal  controls  over  financial  reporting  which are
reasonably  likely to  adversely  affect  the  registrant's  ability  to record,
process, summarize and report financial information; and

            b) Any fraud,  whether or not material,  that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

Date:  March 29, 2004                        /s/ David R. Allison
                                             -----------------------
                                             Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>4
<FILENAME>v02283_ex31-2.txt
<TEXT>


                                                                    EXHIBIT 31.2


                                 CERTIFICATIONS

I, David R. Allison,  Chief Financial  Officer of CCP Worldwide,  Inc.,  certify
that:

      1. I have  reviewed  this annual  report on Form 10-KSB of CCP  Worldwide,
Inc.;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14(c) and 15d-14(c)) for the registrant and we have:

            a) Designed such disclosure controls and procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated  subsidiaries,  is made know to us by others within those entities,
particularly during the period in which this annual report is being prepared;

            b)  Evaluated  the  effectiveness  of  the  registrant's  disclosure
controls and  procedures,  and presented in this annual  report our  conclusions
about the effectiveness of the disclosure  controls and procedures as of the end
of the period covered by this report based on our evaluation;

            c) Disclosed in this report any change in the registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

      5. The registrant's other certifying officers and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the  registrant's  auditors  and the audit  committee of  registrant's  board of
directors (or persons performing the equivalent functions):

            a) All  significant  deficiencies  and material  deficiencies in the
design or operation of internal  controls  over  financial  reporting  which are
reasonably  likely to  adversely  affect  the  registrant's  ability  to record,
process, summarize and report financial information; and

            b) Any fraud,  whether or not material,  that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.


Date:  March 29, 2004                        /s/ David R. Allison
                                             -----------------------------
                                             Principal Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>5
<FILENAME>v02283_ex32-1.txt
<TEXT>


                                                                    EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In  connection  with  the  Annual  Report  of  CCP  Worldwide,  Inc.  (the
"Company")  on Form 10-KSB for the year ending  December  31, 2003 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
David R. Allison, Chief Executive Officer of the Company,  certify,  pursuant to
18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002, that;

      (1) The Report fully  complies with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      (2) The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.

      A signed  original of this written  statement  required by Section 906 has
been  provided to the Company and will be retained by the Company and  furnished
to the Securities and Exchange Commission or its staff upon request.


/s/ David R. Allison
- -----------------------
Chief Executive Officer


March 29, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>6
<FILENAME>v02283_ex32-2.txt
<TEXT>


                                                                    EXHIBIT 32.2

                             CERTIFICATE PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In  connection  with  the  Annual  Report  of  CCP  Worldwide,  Inc.  (the
"Company")  on Form 10-KSB for the year ending  December  31, 2003 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
David R. Allison, Chief Financial Officer of the Company,  certify,  pursuant to
18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002, that:

      (1) The Report fully  complies with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      (2) The  information  contained  in the  Report  fairly  presents,  in all
material  respect,  the  financial  condition  and result of  operations  of the
Company.

      A signed  original of this written  statement  required by Section 906 has
been  provided to the Company and will be retained by the Company and  furnished
to the Securities and Exchange Commission or its staff upon request.


/s/ David R. Allison
- -----------------------
Chief Financial Officer

March 29, 2003


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