8-K 1 ccc8k.txt FORM 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