SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) February 10, 2004
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CCP WORLDWIDE, INC..
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(Exact name of Registrant as specified in its charter)
Delaware 333-102629 45-0486747
(State or other jurisdiction (Commission File number) (IRS Employer
of incorporation or organization) Identification No.)
6040-A Six Forks Road, Suite 179, Raleigh, North Carolina 27609
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(Address of principal executive offices) (Zip Code)
(919) 872-0401
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(Registrant's Telephone Number, Including Area Code)
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(Former Address If Changed since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Rogoff & Co., P.C. was the independent certifying accountant for CCP
Worldwide, Inc. (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.
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.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
16. Letter on Change in Certifying Accountant
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CCP WORLDWIDE, INC.
(Registrant)
Date: February 12, 2004 By: /s/ David R. Allison
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David R. Allison
President (Principal
Executive Officer)
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