8-K

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

                                 FORM 8-K

                              CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Agreement
          Date of Report (Date of Earliest Event Reported): August 24, 2009


                 Chocolate Candy Creations, Inc.
               ____________________________________
      (Exact name of registrant as specified in its charter)



       Delaware                    000-53219            20-5911117
___________________________       ___________          ______________
(State or other jurisdiction      (Commission          (I.R.S. Employer
 of incorporation)                File Number)         Identification No.)


130 Shore Road, Suite 238
Port Washington, NY                                   11050
_____________________________                     _________________
(Address of principal executive                    (Zip Code)
offices)



Registrant's telephone number, including area code:     516-238-5535




     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act
     (17 CFR 230.425)


|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)


|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))


|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))





                                Page 1 of 2 pages




Item 3.03  Material Modification to Rights of Security Holders.

     On August 24, 2009, Chocolate Candy Creations, Inc. and the holders of over
89% of the  Company's  outstanding  warrants  agreed to amend the  common  stock
warrants as described  below.  These  amendments apply to all of the outstanding
warrants of the Company dated as of November 6, 2006. The amendment modifies the
"Exercise  Period" (as defined in the  warrants) to provide that they may not be
exercised  until the fifth  anniversary  of  November 6, 2006 (the date of their
issuance)  unless  prior  thereto a  "Change  in  Control"  (as  defined  in the
warrants)  has occurred.  In total,  these  amendments  apply to an aggregate of
969,000 warrants.


Item 9.01 Financial Statements and Exhibits

 (d) Exhibits

     Exhibit No.    Description
     ___________    ____________

        4.1         Form of First Amendment to Common Stock Warrant.



                               SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                         CHOCOLATE CANDY CREATIONS, INC.


August 25, 2009                        By:   /s/  Alyssa Cohen
                                         ___________________________
                                          Name:   Alyssa Cohen
                                          Title:  President




                EXHIBIT INDEX
                ______________



     Exhibit No.    Description
     ___________    ____________

        4.1         Form of First Amendment to Common Stock Warrant.



                             Page 2 of 2 pages

EX-99

                                EXHIBIT 4.1

                     FIRST AMENDMENT TO COMMON STOCK WARRANT

     This FIRST  AMENDMENT TO COMMON STOCK WARRANT  ("First  Amendment") is made
and entered into as of the 24th day of August,  2009, by and between  CHOCOLATE
CANDY CREATIONS,  INC., a Delaware corporation ("CCC") and _____________________
("Holder").
                            WITNESSETH:

     WHEREAS,  CCC had delivered to Holder that certain  Common Stock Warrant of
CCC dated as of November 6, 2006 (the "Warrant");

     WHEREAS, the parties have agreed to amend the Warrant as provided below.

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
contained  herein,  and for good and  valuable  consideration,  the  receipt and
sufficiency of which is hereby acknowledged, CCC and Holder agree as follows:

                                TERMS

1.   Defined  Terms.  Capitalized  but  undefined  terms  herein  shall have the
     meanings given to them in the Warrant.

2.   Amendment  to  Warrant.  The title and first  paragraph  of the  Warrant is
     amended and restated as follows:

                    WARRANT TO PURCHASE COMMON STOCK
                                 OF
                    CHOCOLATE CANDY CREATIONS, INC.

     No. ___ This is to Certify  that  ___________  or  assigns  ("Holder"),  is
entitled to purchase,  subject to the provisions of this Warrant, from Chocolate
Candy Creations, Inc., a Delaware Corporation (the "Company") ________ shares of
fully  paid,  validly  issued and  nonassessable  shares of common  stock of the
Company  ("Common Stock") at a price of $0.05 per share at any time or from time
to time  during the period  from  November  6, 2006 until  November 6, 2016 (the
"Exercise Period"),  subject to adjustment as set forth herein; provided however
that this Warrant may not be exercised  until the fifth  anniversary of the date
hereof unless prior thereto a "Change in Control" (as hereafter  defined) of the
Company has  occurred in which event this  Warrant may be  exercised at any time
after seventy (70) days  following such "Change in Control" until the expiration
of the Exercise Period. The number of shares of Common Stock to be received upon
the  exercise of this  Warrant and the price to be paid for each share of Common
Stock may be adjusted from time to time as hereinafter set forth.  The shares of
Common Stock deliverable upon such exercise,  and as adjusted from time to time,
are hereinafter sometimes referred to as "Warrant Shares" and the exercise price
of a share of Common  Stock in effect at any time and as  adjusted  from time to
time is hereinafter sometimes referred to as the "Exercise Price".

3.   Reaffirmation.  CCC hereby  reaffirms all covenants,  representations,  and
     warranties  made by it, and all  obligations  owed by it,  pursuant  to the
     Warrant (to the extent the same is not amended  herein) and agrees that all
     such covenants, representations and warranties shall be deemed to have been
     remade as of the date this  First  Amendment  becomes  effective  (unless a
     representation  and  warranty is stated to be given on and as of a specific
     date,  in  which  case  such  representation  and  warranty  shall be true,
     correct,  and  complete  as of such  date,  except to the  extent,  if any,
     amended  hereby).  CCC and the Holder  acknowledge  that the  holders of at
     least 66 2/3 of the Warrants  dated November 6, 2006 have consented to this
     First Amendment.

4.   Reference to and Effect on the  Warrant. Except as specifically amended to
     or agreed to herein,  the Warrant shall remain in full force and effect and
     is hereby ratified and confirmed.

5.   Execution  in  Counterparts.  This First  Amendment  may be executed in any
     number  of  counterparts  and  by  different  parties  hereto  in  separate
     counterparts,  each of which when so executed and delivered shall be deemed
     to be an original and all of which taken together shall  constitute one and
     the  same  document.  Delivery  of an  executed  counterpart  of the  First
     Amendment by facsimile shall have the same effect as delivery of a manually
     executed  counterpart of this First  Amendment.

6.   Headings.  Section headings in this First Amendment are included herein for
     the  convenience  of reference only and shall not constitute a part of this
     First Amendment for any other purpose.  [Signatures on Following Page]


     IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly
executed by their  respective  authorized  officers as of the day and year first
above   written.


                            CHOCOLATE   CANDY   CREATIONS,   INC.

                           By:___________________________________
                         Name: Alyssa Cohen
                        Title: President



                                 WARRANT HOLDER:

                                     [NAME]

                           By:___________________________________