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 Act

 Date of Report (Date of Earliest Event Reported):   June 8, 2010

Chocolate Candy Creations, Inc.

___________________________

(Exact name of registrant as specified in its charter)

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

130 Shore Road, Suite 238 Port Washington, New York	11050
(Address of principal executive offices)	(zip code)

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 June 8,  2010, Chocolate Candy Creations, Inc. and the holders of the requisite number of the  Company's  outstanding  warrants required to effectuate an amendment to the warrants agreed to amend the warrants as described below.   The amendment applies to all of the outstanding warrants of the Company.  The amendment modifies the term “Change in Control” in the warrants and also amends paragraph (c) (2) of the warrants to include a reference to the Pink OTC Market, Inc.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
4.1	Form of Second 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.

June  8, 2010       BY:    /s/ Alyssa Cohen Name:          Alyssa Cohen Title:             President

 EXHIBIT INDEX

 4.1  -  Form of Second Amendment to Common Stock Warrant.

Page 2 of 2 pages

EX-4.1

EXHIBIT 4.1

SECOND AMENDMENT TO COMMON STOCK WARRANT

This SECOND AMENDMENT TO COMMON STOCK WARRANT (“Second Amendment”) is made and entered into as of the 8th day of June, 2010, 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, as amended as of August 24, 2009 (the “Warrant”);

WHEREAS, the parties have agreed to further 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 Warrants.   (a) Paragraph (c)(2) of the Warrant is amended to add the words or “Pink OTC Markets, Inc.” after the word “Board” in the eighth and tenth lines thereof.   (b) Paragraph (l) of the Warrant is amended and restated as follows:

“(l)           DEFINITION OF “CHANGE IN CONTROL”.  For the purposes of this Warrant, “Change in Control” means the consummation of any transaction or series of related transactions that (a) results in the holders of record of the Company’s capital stock immediately prior to the transaction or transactions holding less than fifty percent (50%) of the voting power of the Company immediately after the transaction or transactions (b) or results in a majority of the members of the Board of Directors following such transaction or transactions being individuals who were not members of the Board of Directors prior to such transaction or transactions, including the acquisition of the Company by another entity and any reorganization, merger, consolidation or share exchange, or which results in the sale of all or substantially all of the assets of the Company.”

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 Second 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 ⅔% of the Warrants have consented to this Second 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 Second 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 Second Amendment by facsimile shall have the same effect as delivery of a manually executed counterpart of this Second Amendment.

6. Headings.  Section headings in this Second Amendment are included herein for the convenience of reference only and shall not constitute a part of this Second Amendment for any other purpose.

[Signatures on Following Page]

IN WITNESS WHEREOF, the parties have caused this Second 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:
By:	________________________