-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HbdegQ0CjM/lPmj6edpFYO7UjBqxSO4VloZ5wFCVRCq5emxq31295wbJ6GC5be46 RhnHsIJ34GQFtrijdJTtDw== 0001144204-04-008033.txt : 20040604 0001144204-04-008033.hdr.sgml : 20040604 20040604092922 ACCESSION NUMBER: 0001144204-04-008033 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040604 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-102629 FILM NUMBER: 04848535 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 10QSB 1 form10qsb.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2004 or | | TRANSITION REPORT PURSUANT TO 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 registrant 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 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 [ ] As of May 31, 2004, there were 4,995,000 shares of the registrant's common stock, par value $.001 issued and outstanding. CCP WORLDWIDE, INC. QUARTERLY REPORT ON FORM 10-QSB MARCH 31, 2004 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Consolidated Balance Sheet (Unaudited) As of March 31, 2004 3 Consolidated Statements of Operations (Unaudited) For the Three Months Ended March 31, 2004 and 2003 4 Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2004 and 2003 5 Notes to Consolidated Financial Statements 6-8 Item 2 - Management's Discussion and Analysis and Results of Operation 9-10 Item 3 - Control and Procedures 11 PART II - OTHER INFORMATION Item 1 - Legal Proceedings 11 Item 2 - Changes in Securities and Use of Proceeds 11 Item 3 - Default Upon Senior Securities 11 Item 4 - Submission of Matters to a Vote of Security Holders 11 Item 5 - Other Information 11 Item 6 - Exhibits and Reports on Form 8-K 11 Signatures 11 2 CCP WORLDWIDE, INC. AND SUBSIDIARY Consolidated Balance Sheet March 31, 2004 (Unaudited)
ASSETS Current assets: Cash $ 681 Accounts receivable, net of allowance for doubtful accounts of $2,000 9,042 Inventory 641 --------- Total current assets 10,364 Furniture and equipment, net of accumulated depreciation of $1,525 -- --------- Total assets $ 10,364 ========= LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities: Accounts payable $ 25,011 Accrued expenses 83,128 Loan from Shareholder 400 --------- Total current liabilities 108,539 --------- 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 (239,351) --------- --------- Total shareholders' deficit (98,175) --------- Total liabilities and shareholders' deficit $ 10,364 =========
See accompanying notes to consolidated financial statements. -3- CCP WORLDWIDE, INC. AND SUBSIDIARY Consolidated Statements of Operations (Unaudited) For the Three Months Ended March 31, -------------------------- 2004 2003 ----------- ----------- Net revenues $ 46,940 $ 47,819 Cost of sales 35,898 38,950 ----------- ----------- Gross profit 11,042 8,869 ----------- ----------- Operating expenses: Shareholder compensation -- 32,814 Professional fees 17,100 -- General and administrative expenses 18,044 50,360 ----------- ----------- 35,144 83,174 ----------- ----------- Loss from operations (24,102) (74,305) Other income: Interest income 15 -- ----------- ----------- Net loss $ (24,087) $ (74,305) =========== =========== Loss per common share - basic and diluted $ (0.00) $ (0.01) =========== =========== Weighted average common shares outstanding - basic and diluted 4,995,000 4,995,000 =========== =========== See accompanying notes to consolidated financial statements. -4- CCP WORLDWIDE, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, ---------------------- 2004 2003 --------- --------- Cash flows from operating activities: Net loss $ (24,087) $ (74,780) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Accounts receivable (5,114) (2,059) Inventory (641) -- Accounts payable 20,236 (14,141) Accrued expenses (2,668) 5,324 --------- --------- Net cash used in operating activities (12,274) (85,656) --------- --------- Cash flows from financing activities: Loan from Shareholder 400 -- --------- --------- Net cash provided by financing activities 400 -- --------- --------- Net decrease in cash (11,874) (85,656) Cash - beginning of year 12,555 133,927 --------- --------- Cash - end of period $ 681 $ 48,271 ========= ========= Cash paid during the year for: Interest $ -- $ -- ========= ========= Income taxes $ -- $ -- ========= ========= See accompanying notes to consolidated financial statements. -5- CCP Worldwide, Inc. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2004 (Unaudited) NOTE 1 - 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. NOTE 2 - BASIS OF PRESENTATION The accompanying unaudited financial statements and related footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information read the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003 as filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2004. NOTE 3 - LIQUIDITY The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $239,351 and has incurred a net loss of approximately $24,087 for the three months ended March 31, 2004. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans include obtaining capital both from themselves and the significant stockholder sufficient to meet its minimal operating expenses. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 6 CCP Worldwide, Inc. NOTES TO FINANCIAL STATEMENTS March 31, 2004 (Unaudited) NOTE 4 - SUMMARY OF SIGNIFANT ACCOUNTING POLICIES 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. Allowance for doubtful accounts The Company estimates uncollectibility of accounts receivable by analyzing historical bad debts, customer concentrations, customer credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. Revenue Recognition Revenue from sales of packaging materials is recognized when the customers have received such materials. 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 March 31, 2004 because of the relatively short maturity of the instruments. 7 CCP Worldwide, Inc. NOTES TO FINANCIAL STATEMENTS March 31, 2004 (Unaudited) NOTE 4 - SUMMARY OF SIGNIFANT ACCOUNTING POLICIES (Continued) Recent accounting pronouncements In December 2003, the FASB revised SFAS No. 132, "Employers' Disclosures about Pensions and other Postretirement Benefits," ("SFAS No. 132") establishing additional annual disclosures about plan assets, investment strategy, measurement date, plan obligations and cash flows. In addition, the revised standard established interim disclosure requirements related to the net periodic benefit cost recognized and contributions paid or expected to be paid during the current fiscal year. The new annual disclosures are effective for financial statements with fiscal years ending after December 15, 2003 and the interim period disclosures are effective for interim periods beginning after December 15, 2003. The Company adopted the annual disclosures for its fiscal year ending December 31, 2004 and the interim disclosures for its fiscal quarter ending March 31, 2004. The adoption of the revised SFAS No. 132 had no impact on the Company's results of operation or financial condition. Management does not believe that any recently issued, but not yet effective accounting pronouncements if currently adopted would have a material effect on the accompanying consolidated financial statements. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Special Note Regarding Forward-Looking Statements To the extent that the information presented in this Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004 discusses financial projections, information or expectations about our products or markets, or otherwise makes statements about future events, such statements are forward-looking. We are making these forward-looking statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties are described, among other places in this Quarterly Report, in "Management's Discussion and Analysis or Plan of Operation." In addition, we disclaim any obligations to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report. When considering such forward-looking statements, you should keep in mind the risks referenced above and the other cautionary statements in this Quarterly Report. 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. Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003 Net sales fell to $46,940 for the three months ended March 31, 2004 from $47,819 for the three months ended March 31, 2003, a difference of $879 or 1.84%. Cost of sales decreased to $35,898 for the three months ended March 31, 2004 from $38,950 for the three months ended March 31, 2003, a difference of $3,052 or 7.84%. This decrease reflected CCP`s decrease in sales volume. CCP`s gross profit margin for three months ended March 31, 2004 was 23.5% of net sales, compared to 18.5% for the three months ended March 31, 2003. CCP believes this is due to slow sales activity from the continuing customer base representing generally higher margin business. Shareholder compensation was $0 for the three months ended March 31, 2004 compared to $32,814 for the three months ended March 31, 2003. Shareholder compensation during the three months ended March 31, 2003 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. Professional fees increased to $17,100 for the three months ended March 31, 2004, from $0 for the three months ended March 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 2004. General and administrative expenses decreased to $18,044 for the three months ended March 31, 2004 from $50,360 for the three months ended March 31, 2003. Net loss for the three months ended March 31, 2004 was $24,087, compared to a net loss of $74,305 for the three months ended March 31, 2003. This decrease in net loss is due primarily to decreased operating expenses. Such decreases in losses are due in part to the shareholder compensation expenses during the three months ended March 31, 2003. 9 LIQUIDITY AND CAPITAL RESOURCES Since inception, we have financed our operations with cash flow from operations and since the year ended December 31, 2002 through the private sale of its common stock. Net cash used in operating activities was $12,274 for the three months ended March 31, 2004 compared to net cash used in operating activities of $85,656 for the three months ended March 31, 2003. This decrease is attributed to the decrease in net loss for the period. Net cash provided by financing activities were $400 for the three months ended March 31, 2004 compared to $0 for the three months ended March 31, 2003. We require external financing to fund our operations in the next twelve months. Such financing is expected to be through the sale of common stock and or debt issuances. However, we do not have any commitment from any sources to raise this capital. If management is unable to generate external financing, we will not be able to proceed with our 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. CRITICAL ACCOUNTING POLICIES A summary of significant accounting policies is included in Note 1 to the audited financial statements included in our Annual Report on Form 10-KSB for the year ended December 31, 2003 as filed with the Securities and Exchange Commission. We believe that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. RECENT ACCOUNTING PRONOUNCEMENTS In December 2003, the FASB revised SFAS No. 132, "Employers' Disclosures about Pensions and other Postretirement Benefits," ("SFAS No. 132") establishing additional annual disclosures about plan assets, investment strategy, measurement date, plan obligations and cash flows. In addition, the revised standard established interim disclosure requirements related to the net periodic benefit cost recognized and contributions paid or expected to be paid during the current fiscal year. The new annual disclosures are effective for financial statements with fiscal years ending after December 15, 2003 and the interim period disclosures are effective for interim periods beginning after December 15, 2003. The Company adopted the annual disclosures for its fiscal year ending December 31, 2004 and the interim disclosures for its fiscal quarter ending March 31, 2004. The adoption of the revised SFAS No. 132 had no impact on the Company's results of operation or financial condition. Management does not believe that any recently issued, but not yet effective accounting pronouncements if currently adopted would have a material effect on the accompanying consolidated financial statements. 10 Item 3. 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. PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities and Use of Proceeds None. Item 3. Defaults in Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 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 (b) Reports on Form 8-K On February 12, 2004, we filed an 8-K disclosing a change in our independent certifying accountants. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CCP WORLDWIDE, INC. Dated: June 3, 2004 By: /s/David R. Allison ---------------------------------- David R. Allison Chief Executive Officer 11 EX-31.1 2 ex-31_1.txt Exhibit 31.1 CERTIFICATIONS I, David R. Allison, Chief Executive Officer of CCP Worldwide, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-QSB of CCP Worldwide, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this quarterly 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 quarterly 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: June 3, 2004 /s/ David R. Allison ----------------------- Chief Executive Officer EX-31.2 3 ex-31_2.txt EXHIBIT 31.2 CERTIFICATIONS I, David R. Allison, Chief Financial Officer of CCP Worldwide, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-QSB of CCP Worldwide, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this quarterly 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 quarterly 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: June 3, 2004 /s/ David R. Allison ----------------------------- Chief Financial Officer EX-32.1 4 ex-32_1.txt 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 quarterly Report of CCP Worldwide, Inc. (the "Company") on Form 10-QSB for the quarter ending March 31, 2004 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 June 3, 2004 EX-32.2 5 ex-32_2.txt 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 Quarterly Report of CCP Worldwide, Inc. (the "Company") on Form 10-QSB for the quarter ending March 31, 2004 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 June 3, 2004 -----END PRIVACY-ENHANCED MESSAGE-----