U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM 10-K

                                    (Mark One)

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
                                     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: 000-53219

                         CHOCOLATE CANDY CREATIONS, INC.
                  (Exact name of registrant in Its Charter)

                         Delaware                     20-5911117
              (State or Other Jurisdiction of       (I.R.S. Employer
             Incorporation or Organization)         Identification No.)

                  130 Shore Road, Suite 238, Port Washington, NY  11050
                 (Address of Principal Executive Offices) (Zip Code)

                   Issuer's telephone number: (516) 238-5535

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities  registered  pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.0001 Par Value

     Indicate by check mark whether registrant is a well-known  seasoned issuer,
as defined in Rule 405 of the Securities Act [ ] Yes [X] No

     Indicate by check mark  whether the issuer is not  required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act [ ] Yes [X] No

     Indicate  by check  mark  whether  the  issuer  (1) has 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 Company was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.     Yes    [X]      No  [  ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated  filer, a non-accelerated  filer, or a smaller reporting company.
See the  definitions  of "large  accelerated  filer",  "accelerated  filer"  and
"smaller reporting company" in Rule12b-2 of the Exchange Act.

Large Accelerated filer   [ ]       Non Accelerated filer      [ ]
Accelerated filer         [ ]       Smaller reporting company  [X]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12B-2 of the Exchange Act Yes [X] No [ ]


     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's more recently  completed second fiscal
quarter $113,000.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity:  As of March 30, 2009,  163,000 shares of common stock, par value
$0.0001 per share, were outstanding.

                Documents Incorporated by Reference

                       None

                               -1-

<PAGE>

FORWARD LOOKING STATEMENTS

     Certain   statements   made  in  this  Annual   Report  on  Form  10-K  are
"forward-looking  statements"  (within  the  meaning of the  Private  Securities
Litigation  Reform Act of 1995) regarding the plans and objectives of management
for  future  operations.  Such  statements  involve  known  and  unknown  risks,
uncertainties  and other factors that may cause actual  results,  performance or
achievements of Chocolate Candy Creations, Inc. (the "Company") to be materially
different  from any future  results,  performance or  achievements  expressed or
implied  by such  forward-looking  statements.  The  forward-looking  statements
included herein are based on current  expectations  that involve  numerous risks
and  uncertainties.  The Company's  plans and objectives are based,  in part, on
assumptions involving the continued expansion of business.  Assumptions relating
to the foregoing involve  judgments with respect to, among other things,  future
economic,  competitive and market conditions and future business decisions,  all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes its assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could  prove  inaccurate  and,   therefore,   there  can  be  no  assurance  the
forward-looking statements included in this Report will prove to be accurate. In
light  of  the  significant   uncertainties   inherent  in  the  forward-looking
statements  included  herein  particularly  in view of the current  state of our
operations,  the  inclusion  of such  information  should not be  regarded  as a
statement  by us or any other  person  that our  objectives  and  plans  will be
achieved.  Factors that could cause  actual  results to differ  materially  from
those expressed or implied by such  forward-looking  statements include, but are
not limited to, the factors set forth herein under the headings  "Description of
Business,"  "Management's  Discussion  and  Analysis"  and  "Risk  Factors".  We
undertake  no  obligation  to  revise  or update  publicly  any  forward-looking
statements for any reason.

Part I

Item 1. BUSINESS
     Chocolate Candy Creations,  Inc. ("we";  "us"; or the "Company") was formed
on November 1, 2006 to manufacture and sell specialized chocolate,  other candy,
cookie and cake products. For the years ended December 31, 2008 and December 31,
2007,  we  generated  $8,351  and  $6,623,   respectively,   of  revenue  from
operations,  and had a loss of ($45,416)  and  $(17,100),  respectively.  Alyssa
Cohen,  our president and chief  executive  officer,  is our only  employee.  We
conduct business under the name "Smiles On Chocolate".

     We  manufacture  and sell  specialty  promotional  chocolate,  other candy,
cookie and cake  products  on which color  images are  printed  using a portable
computer  system (the  "System") we purchased from its  manufacturer,  Chocolate
Printing  Company,  Inc.  ("CPC").  The  System  incorporates  certain  patented
technologies  and  proprietary  software owned by CPC and was purchased from CPC
for cash and shares of our common stock  valued at $1.00 per share.  We sell our
products  for  consumption  at  events  such  as  parties,  weddings,   business
conferences, Bar and Bat Mitzvahs, and charity events. These customized products
include  specialized  chocolate  products  such as lollipops,  portraits,  CD's,
trading cards and business cards. The system is portable which allows us to sell
our products at "live" events such as parties and weddings.

Growth Strategy

     We believe that our  business  can grow in two ways.  The first would be to
expand  internally  by hiring more  employees  selling  additional  products and
introducing  additional product lines. The second would be through  acquisitions
or mergers with other entities in its or other businesses.

Marketing

     We intend to develop a marketing  team which we believe  will be crucial to
our future  growth and success.  We intend to  participate  in trade  shows.  In
addition,  we may make  presentations  at seminars and advertise our services in
the print or other  media to improve  our  visibility.  We maintain a website at
www.SmilesOnChocolate.com  which  provides  information  about our  products and
allows customers to order products online.

                            -2-
<page>
Competition

     We  engage  in a  highly  competitive  and  fragmented  industry  including
manufacturers and distributors of specialized  confectionary chocolate and baked
goods products.

     Almost all of our competitors  are, on an overall basis,  larger than us or
are  subsidiaries  of  larger  companies,  and  therefore  may  possess  greater
resources  than us.  There is  relative  ease of market  entry for a new entrant
possessing acceptable professional qualifications.  Accordingly, we compete with
regional,  national,  and  international  firms,  including other purchasers of
Systems.

     Competition for our service is based primarily on reputation, track record,
experience, quality of service and price.

Intellectual Property Rights

     We have no proprietary software or products,  although we have nonexclusive
rights to use the Technologies incorporated in the System.

Personnel

     We currently employ one individual,  Alyssa Cohen,  our President.  We also
from time to time use  independent  sales  contractors  to assist our President.

Selection of Business Opportunities

     We  anticipate  that  in the  event  that  we  elect  to  seek  a  business
opportunity,  such as a merger  or  acquisition,  the  selection  of a  business
opportunity  in  which to  participate  will be  complex  and  extremely  risky.
Management believes (but has not conducted any research to confirm) that being a
public corporation will help us find an acquisition  candidate for the following
reasons;  facilitate and improve the terms on which additional  equity financing
may be sought,  provide  incentive  stock  options or  similar  benefits  to key
employees, increase the opportunity to use securities for acquisitions,  provide
liquidity for  shareholders,  and other  factors.  Management  anticipates  that
business  opportunities  may be available  in many  different  industries,  both
within and without  the  specialized  candy  industry  and at various  stages of
development,  all of  which  make  the  task of  comparative  investigation  and
analysis of such business opportunities difficult and complex.

     We will have  limited  capital with which to provide the owners of business
entities with any cash or other assets which may be  attractive.  Management has
not conducted  market  research and is not aware of statistical  data to support
the  perceived  benefits  of a business  combination  for the owners of a target
company.

     The analysis of new business  opportunities will be undertaken by, or under
the  supervision  of,  our  officers  and  directors,  who are not  professional
business analysts. In analyzing prospective business  opportunities,  management
may consider such matters as the available  technical,  financial and managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations,  if any;  prospects  for the future;  nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available  and the  depth of that  management;  specific  risk  factors  not now
foreseeable but which then may be anticipated to impact the proposed  activities
of the company  after the  business  combination;  the  potential  for growth or
expansion;  the  potential  for profit;  the  perceived  public  recognition  or
acceptance of products,  services,  or trades;  name  identification;  and other
relevant factors.

     We may acquire a venture which is in its preliminary or development  stage,
which is already  in  operation,  or in any stage of its  business  life.  It is
impossible  to predict at this time the status of any  business  in which we may
become engaged, in that such business may need to seek additional  capital,  may
desire  to  have  its  shares  publicly  traded,  or may  seek  other  perceived
advantages which we may offer.

     With respect to negotiations with a target company,  management  expects to
focus on the percentage of the company which target company  shareholders  would
acquire in exchange for their shareholdings in the target company. Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our shareholders at such time.

                                -3-
<page>

RISK FACTORS

     The following  factors should be considered  carefully in evaluating us and
our business.  Additional risks and  uncertainties not presently known to us may
also effect our business  operations.  If any of the  following  risks  actually
occur,  our  business,   financial  condition  or  operating  results  could  be
materially adversely effected.

Risks That Relate to Our Business

     We have a limited  operating  history,  limited  revenues  and only minimal
assets.

     We have a limited  operating  history and limited revenues to date. We have
no significant  assets or financial  resources.  We have had losses and they are
likely to continue in the near future. No assurance can be given that we will be
able to develop our business organically or through mergers or acquisitions.

We need to obtain financing in order to continue our operations.

     On a  prospective  basis,  we will require both  short-term  financing  for
operations  and  long-term  capital  to fund  our  expected  growth.  We have no
existing bank lines of credit and have not  established  any definitive  sources
for additional  financing.  Based on our current  operating  plan, we believe we
have enough cash to meet our anticipated  cash  requirements  for  approximately
12-24  months.  We will  likely  require  additional  funds  if we want to fully
implement our business plan and take  advantage of evolving  market  conditions.
Additional  financing may not be available to us, or if  available,  then it may
not be available upon terms and  conditions  acceptable to us. If adequate funds
are not available, then we may be required to delay, reduce or eliminate product
development  or  marketing   programs.   Our  inability  to  take  advantage  of
opportunities in the industry because of capital constraints may have a material
adverse effect on our business and our prospects.

     We face intense competition,  which could harm our business.

     Our market is relatively new, intensely competitive,  highly fragmented and
subject to rapid  technological  change. We expect  competition to intensify and
increase  over time because  there are few  barriers to entering  the  specialty
chocolate candy product manufacturing market.

     We compete against other  manufacturers of specialized  chocolate and other
candy  products,  including  other  buyers  of  Systems,  as well as a number of
different  types of  companies  that  are not in the  candy  and  nonspecialized
chocolate candy markets, such as companies that sell party favors.


     Almost all of our competitors have longer operating histories, greater name
recognition,  larger established client bases,  longer client  relationships and
significantly  greater financial,  technical,  personnel and marketing resources
than we do. Many of our competitors have retail store locations.

                                 -4-
<page>

     Our  competitors  may  be  able  to  undertake  more  extensive   marketing
campaigns,  adopt more  aggressive  pricing  policies  and make more  attractive
offers to potential  customers,  employees and strategic partners.  Further, our
competitors  may produce  chocolate candy products that are equal or superior to
our  products or that  achieve  greater  market  acceptance  than our  products.
Although we have  nonexclusive  rights to use certain patented  technologies and
software owned by CPC (the "Technologies") which are incorporated in the System,
we do not have any exclusive rights to patented or other proprietary  technology
that would limit  competitors  from duplicating our product  offerings.  We must
rely on the  skills of our  personnel  and the  quality  of our  service  to our
customers.  Increased  competition  is likely  to  result  in price  reductions,
reduced gross margins  additional  marketing  expenses and loss of market share,
any of which would have a material  adverse  effect on our business,  results of
operations and financial condition. We cannot assure you that we will be able to
compete successfully against existing or future competitors.

     Our  efforts  to  raise  awareness  of our  corporate  identity  may not be
successful,  which may limit our  ability to expand our client  base and attract
acquisition candidates and employees.

     We believe that building our corporate  identity is critical for attracting
and expanding our customer base and attracting employees.  If we do not continue
to build our corporate identity, we may not be able to effect our strategy.  Our
success  will  be   predicated   on  providing   high   quality,   reliable  and
cost-effective  products. If customers do not deem our products as meeting their
needs, or if we fail to market our products effectively, we will be unsuccessful
in maintaining and strengthening our corporate  identity.  Further, we generally
rely on "word of mouth" to obtain new  customers  which will only  happen if our
customers are satisfied with our products and service.

Changes in raw material and other costs and selling price increases

     Our products use many different  commodity raw materials  including  cocoa,
sugar,  milk and corn  sweeteners.  Commodities are subject to price  volatility
caused by commodity market fluctuations, the quality and availability of supply,
weather, currency fluctuations,  speculative influences,  trade agreements among
producing  and  consuming  nations,  political  unrest in  producing  countries,
consumer demand and changes in  governmental  agricultural  programs.  Commodity
price increases ultimately result in corresponding increases to customers in the
form of higher product prices; however, higher product prices may also result in
a reduction in sales volume.  If we are not able to increase  price  realization
and  productivity to offset  increased raw material costs, or if sales volume is
significantly  reduced,  it could  have a  negative  impact  on our  results  of
operations and financial condition.

Market demand for new and existing products

     We operate in highly  competitive  markets and rely on continued demand for
our  products.  To generate  revenues and profits,  we must sell  products  that
appeal to our customers.  Continued success is dependent on product  innovation,
including  maintaining  a  strong  pipeline  of  new  products  and  appropriate
advertising  campaigns and marketing programs.  In addition,  success depends on
our response to consumer trends, consumer health concerns, including obesity and
the  consumption  of  certain  ingredients,  and  changes  in  product  category
consumption and consumer demographics.


                          -5-

<page>

Governmental laws and regulations

     Changes  in  laws  and  regulations  and  the  manner  in  which  they  are
interpreted  or  applied  may alter the  environment  in which we  operate  and,
therefore,  affect our  results of  operations  or increase  liabilities.  These
include  changes  in food and drug  laws and laws  related  to  advertising  and
marketing  practices.  It is possible that we could become subject to additional
liabilities in the future  resulting from changes in laws and  regulations  that
could result in an adverse effect on the results of our operations and financial
condition.

     If we fail to deliver quality products or fulfill  customers' needs, we may
face additional expenses, losses or negative publicity.

     If our  products  fail to  fulfill  customer  needs our  reputation  may be
damaged.  This could have a material adverse effect on our business,  results of
operations  and financial  condition.  The  successful  assertion of one or more
significant  claims  against  us could  have a  material  adverse  effect on our
business,  results of operations and financial condition. While we carry general
and product liability insurance  coverage,  such coverage may be insufficient to
cover such claims.

We rely on CPC for technological support and supplies.

     CPC  provides  us with  technological  support  for the  System  as well as
supplies such as chocolate blanks, packaging and inks. While we are not required
to  purchase  any such  supplies  from CPC,  if it were to go out of business we
would  lose its  technological  support  and  would be  forced  to find  another
supplier  which could  result in a material  adverse  effect on our business and
financial condition.

     Failure to avoid infringement of others' intellectual property rights could
impair our ability to manufacture and market our products.

     Although we have been informed that CPC has certain  patented  technologies
which are incorporated in the System,  CPC cannot,  and,  therefore,  we cannot,
guarantee that the System will be free of claims by third parties  alleging that
CPC  infringed  their  intellectual  property  rights.  Any such claim  could be
expensive and  time-consuming to defend,  and an adverse  litigation result or a
settlement of litigation  could require CPC to stop selling  Systems and require
us to pay damages, obtain a license from the complaining party or a third party,
develop  non-infringing  alternatives or cease using the System. Any such result
could  be   expensive  or  could   adversely   affect  our  ability  to  operate
profitability, if at all.

     We are  dependent  upon our  management  and we need to  engage  additional
skilled personnel.

     Our  success  depends in large  part on the skills and  efforts of our only
officer,  our president and chief executive  officer,  Alyssa Cohen. The loss of
the  services  of  Ms.  Cohen  could  have  a  material  adverse  effect  on the
development and success of our business.



                              -6-

<page>

     Ms. Cohen has an employment  agreement  with us that requires her to devote
such of her  working  time to our  business  as we and Ms.  Cohen  determine  is
necessary for the performance of her duties under her employment  agreement.  We
have not obtained key man insurance on the life of Ms. Cohen. Our future success
will depend in part upon our ability to attract and retain additional  qualified
management and technical  personnel.  Competition  for such personnel is intense
and we will compete for  qualified  personnel  with  numerous  other  employers,
almost all of which have  significantly  greater  financial and other  resources
than we.  We may  experience  increased  costs in order to  retain  and  attract
skilled employees.  Our failure to attract additional personnel or to retain the
services of key  personnel  and  independent  contractors  could have a material
adverse effect on our ability to operate profitably.

     If we make any acquisitions,  they may disrupt or have a negative impact on
our business.

     If we make acquisitions,  we could have difficulty integrating the acquired
companies' personnel and operations with our own. In addition, the key personnel
of the acquired  business  may not be willing to work for us. We cannot  predict
the effect expansion may have on our core business. Regardless of whether we are
successful in making an acquisition,  the negotiations could disrupt our ongoing
business,  distract our management  and employees and increase our expenses.  In
addition to the risks described above,  acquisitions are accompanied by a number
of inherent risks, including, without limitation, the following:


o   the difficulty of integrating acquired products, services or operations;

o    the potential  disruption of the ongoing  businesses and distraction of our
     management and the management of acquired companies;

o    difficulties  in complying with  regulations in other countries that relate
     to our businesses;

o    difficulties in maintaining  uniform  standards,  controls,  procedures and
     policies;

o    the potential impairment of relationships with employees and customers as a
     result of any integration of new management personnel;

o    the potential  inability or failure to achieve additional sales and enhance
     our  customer  base  through  cross-marketing  of the  products  to new and
     existing customers;

o    the  effect of any  government  regulations  which  relate to the  business
     acquired;

o    potential  unknown  liabilities  associated  with  acquired  businesses  or
     product  lines,  or the  need  to  spend  significant  amounts  to  retool,
     reposition,  or modify the marketing and sales of acquired  products or the
     defense  of any  litigation,  whether  or not  successful,  resulting  from
     actions of the acquired company prior to our acquisition;

o    difficulties  in disposing of the excess or idle  facilities of an acquired
     company or business and expenses in maintaining such facilities; and

o    potential  expenses under the labor,  food and drug and other laws of other
     countries.


     Our  business  could be severely  impaired if and to the extent that we are
unable to succeed in addressing any of these risks or other problems encountered
in connection with an acquisition, many of which cannot be presently identified.

     These risks and problems could disrupt our ongoing  business,  distract our
management and employees, increase our expenses and adversely affect our results
of operations.  Further,  the commencement of business in other countries may be
subject to  significant  risks in areas  which we are not able to prepare for in
advance.

No Dividends.

     We have not paid any  dividends on our common  stock and do not  anticipate
paying  cash  dividends  in the  foreseeable  future.  We intend  to retain  any
earnings  to  finance  the  growth  of our  business  and we may  never pay cash
dividends.

                                -7-
<page>


Risks Concerning our Securities.

     Our common stock has a limited trading market.

     While our common  stock is currently  listed for  quotation on the Over The
Counter  Bulletin Board  ("OTCBB"),  only a limited trading market has developed
and we do not have a  significant  public  float.  In the  absence  of an active
trading market,  you may have difficulty  buying and selling or obtaining market
quotations  for our stock;  the market  visibility for our stock may be limited,
and the lack of visibility for our common stock may have a depressive  effect on
the market price for our common stock.

     Our stock  price may be affected  by our  failure to meet  projections  and
estimates  of  earnings  developed  either  by us or by  independent  securities
analysts.

     Our  operating  results  may fall  below  the  expectations  of  securities
analysts and investors as well as our own projections. In this event, the market
price of our common stock would likely be materially adversely affected.

     The  registration  and sales of common  stock  being sold  pursuant  to our
currently effective  prospectus may have a depressive effect upon the market for
our common stock.

     We have a minimal  public  float,  and the  shares of  common  stock  being
offered by our currently  effective  prospectus  constitute a not  insignificant
portion of the outstanding  shares of our common stock.  If stockholders  sell a
significant  number of shares of common  stock,  the market  price of our common
stock may decline.

     Because  we may be  subject  to the  "penny  stock"  rules,  you  may  have
difficulty in selling our common stock.

















                                -8-

<PAGE>
     If a public market  develops for our common stock and if our stock price is
less than $5.00 per share,  our stock may be  subject to the SEC's  penny  stock
rules,  which impose additional sales practice  requirements and restrictions on
broker-dealers  that sell our stock to persons other than established  customers
and  institutional  accredited  investors.  The  application  of these rules may
affect the  ability of  broker-dealers  to sell our common  stock and may affect
your ability to sell any common stock you may own.

     According  to the SEC,  the market for penny  stocks has suffered in recent
years from patterns of fraud and abuse. Such patterns include:

o    Control of the market for the security by one or a few broker-dealers  that
     are often related to the promoter or issuer;


o    Manipulation of prices through prearranged  matching of purchases and sales
     and false and misleading press releases;


o    "Boiler  room"   practices   involving  high  pressure  sales  tactics  and
     unrealistic price projections by inexperienced sales persons;


o    Excessive  and  undisclosed  bid-ask  differentials  and markups by selling
     broker-dealers; and


o    The   wholesale   dumping  of  the  same   securities   by  promoters   and
     broker-dealers after prices have been manipulated to a desired level, along
     with the  inevitable  collapse  of those  prices with  consequent  investor
     losses.


     As an  issuer of "penny  stock'  the  protection  provided  by the  federal
securities laws relating to forward looking statements does not apply to us.

     Although   the   federal   securities   law   provide  a  safe  harbor  for
forward-looking statements made by a public company that files reports under the
federal  securities  laws, this safe harbor is not available to issuers of penny
stocks.  As a result,  if we are a penny  stock we will not have the  benefit of
this safe  harbor  protection  in the event of any based  upon a claim  that the
material  provided by us,  including  this annual  report,  contained a material
misstatement  of fact or was misleading in any material  respect  because of our
failure  to  include  any  statements  necessary  to  make  the  statements  not
misleading.

     The  exercise of  outstanding  warrants  may have a dilutive  effect on the
price of our common stock.

     To the extent that  outstanding  warrants  are  exercised,  dilution to our
stockholders  may  occur.  Moreover,  the terms  upon  which we will be able to
obtain additional equity capital may be adversely affected, since the holders of
the  outstanding  warrants  can be expected  to exercise  them at a time when we
would,  in all  likelihood,  be able to obtain any needed  capital on terms more
favorable to us than the exercise terms provided by the outstanding  options and
warrants.

     Because we are not subject to compliance  with rules requiring the adoption
of  certain  corporate  governance  measures,   our  stockholders  have  limited
protections against interested director transactions,  conflicts of interest and
similar matters.

                                -9-
<PAGE>
     The  Sarbanes-Oxley  Act of  2002,  as well as rule  changes  proposed  and
enacted by the SEC, the New York and  American  Stock  Exchanges  and the NASDAQ
Stock  Market as a result  of  Sarbanes-Oxley,  require  the  implementation  of
various measures relating to corporate  governance.  These measures are designed
to enhance the integrity of corporate  management and the securities markets and
apply to  securities  which are listed on those  exchanges  or the NASDAQ  Stock
Market.  Because  we are not  presently  required  to  comply  with  many of the
corporate  governance  provisions  and because we chose to avoid  incurring  the
substantial  additional  costs  associated  with such compliance any sooner than
necessary, we have not yet adopted all of these measures. As of the date of this
Form  10-K,  we  are  not  in  compliance  with  requirements  relating  to  the
distribution of annual and interim reports, the holding of stockholders meetings
and  solicitation of proxies for such meeting and  requirements  for stockholder
approval  for certain  corporate  actions.  Until we comply with such  corporate
governance  measures,  regardless of whether such  compliance  is required,  the
absence of such  standards of corporate  governance  may leave our  stockholders
without  protections  against  interested  director  transactions,  conflicts of
interest and similar  matters and  investors may be reluctant to provide us with
funds necessary to expand our operations.

 Reporting requirements may delay or preclude acquisition.

     Section 13 of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act")
requires  companies  subject  thereto  to  provide  certain   information  about
significant  acquisitions including audited financial statements for the company
acquired  covering  one or two  years,  depending  on the  relative  size of the
acquisition.  The time and additional  costs that may be incurred by some target
companies  to prepare  such  financial  statements  may  significantly  delay or
essentially preclude  consummation of an otherwise desirable  acquisition by us.
Acquisition  prospects  that do not have or are  unable to obtain  the  required
audited  statements  may  not be  appropriate  for  acquisition  so  long as the
reporting requirements of the Exchange Act are applicable.

     Our officers and directors have limited liability and have indemnity
rights which may discourage stockholders from bringing an action against them.

     Our  Certificate  of  Incorporation  provides  that we will  indemnify  our
officers and directors  against losses  sustained or liabilities  incurred which
arise from any transaction in that officer's or director's respective managerial
capacity unless that officer or director violates a duty of loyalty, did not act
in good faith, engaged in intentional  misconduct or knowingly violated the law,
approved  an  improper  dividend,  or  derived  an  improper  benefit  from  the
transaction.   Our   Certificate   of   Incorporation   also  provides  for  the
indemnification  by us of our  officers  and  directors  against  any  losses or
liabilities  incurred  as a result  of the  manner  in which  the  officers  and
directors operate our business or conduct our internal affairs, provided that in
connection  with these  activities  they act in good faith and in a manner which
they  reasonably  believe to be in, or not opposed to, our best interests of and
their  conduct does not  constitute  gross  negligence,  misconduct or breach of
fiduciary obligations.  The existence of these provisions may discourage holders
of our Common Stock from bringing an action against management because we may be
responsible for paying all costs  associated  therewith,  which could negatively
impact the value of our Common Stock.

     Failure to achieve and maintain  effective  internal controls in accordance
with Section 404 of the  Sarbanes-Oxley Act could have a material adverse effect
on our business  and  operating  results.  In  addition,  current and  potential
stockholders could lose confidence in our financial reporting,  which could have
a material adverse effect on our stock price.

                                -10-
<page>

     Effective  internal  controls  are  necessary  for us to  provide  reliable
financial  reports and effectively  prevent fraud. If we cannot provide reliable
financial  reports or prevent fraud, our operating  results could be harmed.  We
are required to document and test our internal  control  procedures  in order to
satisfy  the  requirements  of  Section  404 of the  Sarbanes-Oxley  Act,  which
requires  annual  management  assessments of the  effectiveness  of our internal
controls over  financial  reporting for the year ending  December 31, 2008 and a
report by our independent  registered  public  accounting firm addressing  these
assessments  for the year ending  December  31,  2009.  During the course of our
testing,  we may identify  deficiencies which we may not be able to remediate in
time to meet the deadline imposed by the  Sarbanes-Oxley Act for compliance with
the  requirements  of Section  404.  In  addition,  if we fail to  maintain  the
adequacy of our internal controls, as such standards are modified,  supplemented
or amended from time to time,  we may not be able to ensure that we can conclude
on an ongoing basis that we have  effective  internal  controls  over  financial
reporting in accordance with Section 404 of the  Sarbanes-Oxley  Act. Failure to
achieve and maintain an effective internal control  environment could also cause
investors to lose confidence in our reported financial information,  which could
have a material adverse effect on our stock price.


     Transfers of our securities may be restricted by virtue of state securities
"blue sky" laws which prohibit  trading absent  compliance with individual state
laws.  These  restrictions may make it difficult or impossible to sell shares in
those states.

     Transfers of our common stock may be  restricted  under the  securities  or
securities   regulations   laws   promulgated  by  various  states  and  foreign
jurisdictions,  commonly  referred to as "blue sky" laws. Absent compliance with
such  individual  state  laws,  our  common  stock  may  not be  traded  in such
jurisdictions.  Because  the  securities  registered  hereunder  have  not  been
registered for resale under the blue sky laws of any state,  the holders of such
shares and persons who desire to purchase them should be aware that there may be
significant  state blue sky law  restrictions  upon the ability of  investors to
sell  the  securities  and of  purchasers  to  purchase  the  securities.  These
restrictions may prohibit the secondary  trading of our common stock.  Investors
should consider the secondary market for our securities to be a limited one.

ITEM 2.  DESCRIPTION OF PROPERTIES

     We have no  properties  and at this time has no  agreements  to acquire any
properties.  We currently use office and  manufacturing  space provided to us by
our management at no cost. The amount of office and manufacturing space utilized
by us is  considered  insignificant.  Management  has  agreed to  continue  this
arrangement until such time as we require larger space. Management believes that
office and  manufacturing  space will be available at reasonable rents when such
space is needed.

ITEM 3.  LEGAL PROCEEDINGS

     We are not  presently  party to any material  legal  proceeding  nor are we
aware of any  material  pending  or  potential  legal  proceeding  which  may be
instituted against us.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                -11-
<PAGE>
PART II

ITEM 5. MARKET FOR COMMON  EQUITY,  RELATED  STOCKHOLDER  MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES.

     The  Company's  Common  Stock was  admitted  for  quotation on the OTCBB on
October 24, 2008. The following  table sets forth for the periods  indicated the
range of high and low bid  information  per  share  of the  common  stock on the
OTCBB.

                                                      High            Low
                                                      -----          -----
2008 Fourth Quarter (beginning October 24, 2008)      $1.50          $0.50

     As of March 30, 2009, there were  approximately  118 holders of record of
our common stock.

     We currently intend to retain all available earnings,  if any, generated by
our operations.  Accordingly,  we do not anticipate paying cash dividends on the
common  stock in the  foreseeable  future.  Any future  determination  as to the
payment of dividends  will be in the  discretion  of our Board of Directors  and
will be dependent upon our results of operations,  financial condition and other
factors deemed relevant by our Board.

Securities Authorized for Issuance Under Equity Compensation Plans

        None.

Recent Sales of Unregistered Securities

     The Company  did not sell any equity  securities  that were not  registered
under the Securities Act during the year ended December 31, 2008.

     No repurchases of any equity securities were made by the Company during its
fiscal year ended December 31, 2008.

Item 6. SELECTED FINANCIAL DATA

        Not applicable.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


                                -12-

<page>

Overview

Chocolate Candy Creations, Inc.

     We were formed as a Delaware corporation on November 1, 2006 to manufacture
and sell specialized  chocolate,  other candy, cookie and cake products. For the
years ended  December 31, 2008 and December  31, 2007,  we generated  $8,351 and
$6,623,  respectively of revenue from operations,  and had net loss of $(45,416)
and $($17,100),  respectively.  Alyssa Cohen, our president, and chief executive
officer,  is our only  employee.  We conduct  business under the name "Smiles On
Chocolate".

     We  manufacture  and sell  specialty  promotional  chocolate,  other candy,
cookie and cake  products  on which color  images are  printed  using a portable
computer  system (the  "System") we  purchased  from its  manufacturer,  CPC for
$44,536. The System incorporates  certain patented  technologies and proprietary
software  owned by CPC and was purchased  from CPC for cash of $39,536 and 5,000
shares of our common stock valued at $1.00 per share representing the difference
between the cash paid and the purchase price of the System. We sell our products
for consumption at events such as parties, weddings,  business conferences,  Bar
and  Bat  Mitzvahs  and  charity  events.   These  customized  products  include
specialized chocolate products such as lollipops, portraits, CD's, trading cards
and business  cards.

     We believe that our  business  can grow in two ways.  The first would be to
expand  internally by hiring more  employees,  purchasing or leasing  additional
Systems,  offering additional product lines and selling additional products. The
second would be through  acquisitions  or mergers with other  entities in our or
other businesses.

     Our address is 130 Shore Road, Suite 238, Port Washington,  New York 11050,
telephone (516) 238-5535, fax (516) 706-4345.

     We do not believe that our business is seasonal  although we may experience
greater sales around the time of major holidays such as Easter, Thanksgiving and
Christmas.

Critical Accounting Policies and Estimates

     The  discussion  and  analysis of our  financial  condition  and results of
operations are based upon our financial statements,  which have been prepared in
accordance with generally accepted accounting  principles ("GAAP") in the United
States.  We believe the  following  are the critical  accounting  policies  that
impact the financial  statements,  some of which are based on management's  best
estimate as available at the time of preparation.  Actual  experience may differ
from these estimates.

     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 could differ from these estimates.  Significant
estimates  made by us include the valuation of the deferred tax asset  allowance
and the allowance for doubtful accounts.

Fair Value of Financial Instruments

     The amounts at which current assets and current  liabilities  are presented
by us approximate their fair value due to their short-term nature.

Revenue Recognition

     We  recognize  revenue  from  the  sales of our  products  when an order is
completed and the product is shipped.

                            -13-

<page>

     Accounts  receivable are recorded at their estimated  realizable  value. An
allowance  for  doubtful  accounts  is  estimated  by us through  evaluation  of
significant past due accounts. Accounts are deemed past due when payment has not
been received within the stated time period.  Our policy is to review individual
past due amounts  periodically  and write off  amounts for which all  collection
efforts are deemed to have been exhausted.  As of December 31, 2008 and 2007, no
allowance was deemed necessary.

Income Taxes

     We follow the  provisions  of Statement of Financial  Accounting  Standards
Board No.  109,  "Account  for  Income  Taxes,"  which  requires  the use of the
liability  method of accounting for income taxes.  The liability method measures
deferred  income  taxes by  applying  enacted  statutory  rates in effect at the
balance  sheet  date to the  differences  between  the tax basis of  assets  and
liabilities  and  their  reported  amounts  on  the  financial  statements.  The
resulting  deferred assets or liabilities are adjusted to reflect changes in tax
laws as they occur.  A valuation  allowance  is provided  when it is more likely
than not that a deferred tax asset will not be realized.

     On January 1, 2007,  the Company  adopted  Financial  Accounting  Standards
Board (FASB)  Interpretation No. 48, "Accounting for Uncertainty in Income Taxes
- an  interpretation of FASB Statement No. 109" (FIN 48). There was no impact on
the Company's  consolidated  financial  position,  results of operations or cash
flows  at  December  31,  2008  and for the  year  then  ended  as a  result  of
implementing FIN 48. At the adoption date of January 1, 2007 and at December 31,
2007 and 2008,  the  Company did not have any  unrecognized  tax  benefits.  The
Company's  practice is to recognize  interest and/or penalties related to income
tax matters in income tax  expense.  As of January 1, 2007 and December 31, 2007
and 2008,  the  Company  had no  accrued  interest  or  penalties.  The  Company
currently  has no federal or state tax  examinations  in progress nor has it had
any federal or state tax examinations since its inception.  All of its tax years
are subject to federal and state tax examination.

Recent Accounting Pronouncements

     Management  does not believe that any recently  issued,  not yet  effective
accounting  pronouncements,  if  adopted,  would have a  material  effect on the
accompanying financial statements.

Results of Operations

     The following  table sets forth our statements of operations for the years
ended December  31,  2008 December 31, 2007:

                                   Year Ended               Year Ended
                                  December 31, 2008       December 31, 2007
                                  _________________       _________________

Sales                               $  8,351                  $  6,623
Raw Materials Cost                     2,326                     1,658
Other income                             913                       680
Selling, general and
 administrative costs                 43,446                    16,064
Depreciation                           8,908                     6,681
                                    ----------                ----------
Income (loss) before income
Tax expense (benefit)                (45,416)                  (17,100)
Income tax expense (benefit)              -0-                       -0-
                                    ----------                ----------
Net Income (loss)                   ($45,416)                 ($17,100)
                                    ----------                ----------
                                    ----------                ----------

Year ended December 31, 2008 and the Year Ended December 31, 2007


                                        -14-

<page>

     Sales.  Sales for 2008 increased  $1,728 (26.1%) over 2007. The increase in
revenue is attributable to the fact that the Company  commenced selling products
in April 2007 compared to a full year of selling in 2008.

     Raw Materials  Cost. Raw materials costs were $2,326 in 2008 as compared to
$1,658 in 2007 due to increased sales.

     Selling,  General and  Administrative  Expenses.  Our selling,  general and
administrative  expenses were $43,446 in 2008,  compared to $16,064 in 2007, due
to increased legal and accounting expenses.

     No income tax benefit has been reflected in either period as management has
determined  that it is not more likely than not that the net operating loss will
be utilized in the future and, accordingly, the deferred tax asset of $14,376 as
of December 31, 2008 has been fully reserved.

     Net Loss. As a result of foregoing,  our net loss increased to ($45,416) or
$(0.28) per share (basic and  diluted)  for the year ended  December 31, 2008 as
compared  with a net loss of ($17,100) or ($0.17) per share (basic and diluted),
for the year ended December 31, 2007.

     Inflation has not had a material impact on our sales or net loss during the
years ended December 31, 2008 or December 31, 2007.

Off-Balance Sheet Arrangements

     We do  not  have  any  off-balance  sheet  arrangements  that  have  or are
reasonably likely to have a current or future effect on our financial condition,
changes in  financial  condition,  revenue or expenses,  results of  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
investors.


Liquidity and Capital Resources

     Liquidity is a measure of our ability to meet potential cash  requirements,
including  planned  capital  expenditures.  At December 31, 2008, we had working
capital of $41,550  compared to working capital of $78,058 at December 31, 2007.
This decrease results from our net loss for the year ended December 31, 2008.


     We raised gross proceeds of $62,000 from the sale of shares of common stock
in December, 2007. A portion was used to pay legal fees and the balance has been
and will be used for working capital purposes.

     Management  believes  that  based  on  current  levels  of  operations  and
anticipated growth we have enough cash to meet our anticipated cash requirements
for approximately the next 12-24 months.

     While  uncertainties   relating  to  competition  exist  in  our  business,
management  is not  aware of any  trends or  events  likely  to have a  material
adverse  effect on liquidity  or its  financial  statements.  To the extent that
these factors result in a decline in our revenue, our liquidity may be affected.


                                -15-

<page>


ITEM 7A  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

     Please see the Financial Statements,  including the Notes thereto, appended
to the end of this Form 10-K.

ITEM 9. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        None.

ITEM 9A(T).  CONTROLS AND PROCEDURES

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

     Our  Chief  Executive  Officer  ("CEO"),  who is also our  Chief  Financial
Officer,  is responsible  for  establishing  and maintaining  adequate  internal
controls over financial reporting,  as such term is defined in Rule 13a-15(f) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

     Internal  controls  over  financial  reporting  is  promulgated  under  the
Exchange Act as a process  designed by, or under the supervision of, our CEO and
effected by our board of directors,  management and other personnel,  to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted  accounting  principles  and  includes  those  policies  and
procedures that:

-    Pertain to the maintenance of records that in reasonable  detail accurately
     and fairly reflect the transactions and dispositions of our assets;

-    Provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of financial  statements in accordance  with generally
     accepted accounting principles,  and that our receipts and expenditures are
     being made only in accordance  with  authorizations  of our  management and
     directors; and

-    Provide reasonable  assurance  regarding  prevention or timely detection of
     unauthorized  acquisition  or  disposition  of our assets that could have a
     material effect on the financial statements.

     Readers are cautioned that internal controls over financial  reporting,  no
matter how well  designed,  have  inherent  limitations  and may not  prevent or
detect misstatements. Therefore, even effective internal controls over financial
reporting can only provide  reasonable  assurance  with respect to the financial
statement preparation and presentation.

     Our  management,   with  the  participation  of  the  CEO,   evaluated  the
effectiveness of the Company's internal controls over financial  reporting as of
December 31, 2008. In making this assessment,  our management used the criteria
set  forth  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission  (COSO) in Internal  Control -  Integrated  Framework.  Based on this
evaluation,  our management,  with the participation of the CEO (who is also our
Chief Financial Officer),  concluded that, as of December 31, 2008, our internal
controls over financial reporting were effective.


                                -16-
<page>


     CHANGES IN INTERNAL CONTORL OVER FINANCIAL REPORTING.

     Further,  there were no  changes in the  Company's  internal  control  over
financial  reporting  identified in connection  with the evaluation  required by
paragraph  (d) of Rule  13a-15 of the  Exchange  Act that  occurred  during  the
Company's last fiscal quarter that materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.

     DISCLOSURE CONTROLS AND PROCEDURES.

     Our management,  under the supervision  and with the  participation  of our
CEO, has evaluated the  effectiveness of our disclosure  controls and procedures
as defined in Exchange Act Rules  13a-15(e)  and  15d-15(e) as of the end of the
period covered by this Report.

     Disclosure  controls  and  procedures  reporting as  promulgated  under the
Exchange Act is defined as controls and  procedures  that are designed to ensure
that information  required to be disclosed by the Company in the reports that it
files or submits under the Act are recorded, processed,  summarized and reported
within the time periods  specified in the Securities  and Exchange  Commission's
(the "SEC") rules and forms.  Disclosure controls and procedures include without
limitation, controls and procedures designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange  Act is  accumulated  and  communicated  to the  Company's  management,
including  its  CEO  and  CFO,  or  persons  performing  similar  functions,  as
appropriate to allow timely decisions  regarding required  disclosure.  Based on
such  evaluation,  our CEO has concluded that these controls and procedures were
effective  in  providing   reasonable   assurance  that  information   requiring
disclosure is recorded, processed,  summarized and reported within the timeframe
specified  by the  SEC's  rules  and  forms  as  such  term is  defined  in Rule
13a-15(e).

     This Report does not include an attestation report of our registered public
accounting firm regarding our internal  controls over financial  reporting.  The
disclosure contained under this Item 9A(T) was not subject to attestation by our
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit us to provide only the disclosure under this Item 9A(T) in this Report.


ITEM 9B.  OTHER INFORMATION

         None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

     The  following  table sets forth  certain  information  with respect to our
directors and executive officers.

NAME            AGE    POSITION
__________________________________________________________
Alyssa Cohen     43    President, Chief Financial Officer,
                       Secretary and Director


     Ms.  Cohen,  43,  has over 20 years of  marketing,  sales  and  advertising
experience.  Since 1996 and until the founding of the Company,  Ms. Cohen worked
part-time  designing  and selling her own line of  customized  gourmet candy and
chocolate  gift  baskets.  From 1991 to 1996 she  worked  as a Print  Production
Manager at GHBM Advertising,  a pharmaceutical advertising company. From 1989 to
1991 Ms. Cohen worked at Chapman Direct,  a direct marketing  advertising  firm,
where she was an  Assistant  Print  Production  Manager.  She worked as an Event
Planner at Direct Marketing  Association from 1987 to 1989. Ms. Cohen has a B.A.
degree  in  Sociology  and  Business  from the State  University  of New York at
Albany.



                                -17-

<PAGE>
     All directors hold office until the next annual meeting of stockholders and
until their  successors have been elected and qualified.  The Board of Directors
appoints officers as necessary.

     There have been no events under any bankruptcy act, no criminal proceedings
and no judgments,  injunctions,  orders or decrees material to the evaluation of
the  ability and  integrity  of any  director,  executive  officer,  promoter or
control person of the Company during the past five years.

Committees Of The Board

     The Company and the Board of  Directors  have no separate  committees.  The
Company has no qualified  financial  expert at this time because it has not been
able to hire a qualified  candidate.  Further,  the Company believes that it has
inadequate financial resources at this time to hire such an expert.

     We  expect  that  at such  time as the  business  grows  we will  formulate
appropriate committees of the board.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a)  of the  Securities  Exchange  Act  requires  our  executive
officers and  directors,  and persons who own more than 10% of our common stock,
to file reports regarding ownership of, and transactions in, our securities with
the  Securities  and Exchange  Commission and to provide us with copies of those
filings.  Such executive officers,  directors and stockholders have furnished to
us copies of such reports. To our knowledge, based solely upon the review of the
copies of such  reports  forwarded  to us, we  believe  that all our  directors,
officers and greater than 10% stockholders have complied with applicable Section
16(a) reporting requirements in a timely manner.

Code Of Ethics

     We have not adopted a code of ethics.  Though we do intend to adopt a Code
of Ethics if we are successful in implementing our business plan, our management
currently  believes  that,  due to the  fact  that we only  have  one  part-time
employee such a Code of Ethics is unnecessary at this time.

ITEM 11.  EXECUTIVE COMPENSATION

Executive Compensation

     Pursuant  to an  amended  employment  agreement  dated as of June 16,  2008
between Ms.  Cohen and us (the  "Employment  Agreement"),  Ms. Cohen is paid (i)
fifty  (50%)  percent  of our  "gross  margin",  as  defined  in the  Employment
Agreement,  less  (ii)  any  commissions  or  finder's  fees  paid  by us or any
compensation   paid  by  us  to  any  of  our  sales  employees  or  independent
contractors.  During the years ended  December  31, 2008 and  December 31, 2007,
respectively,  Ms.  Cohen  earned  $3,005  and  $2,200,  respectively  under her
Employment  Agreement.  In addition,  in the event Ms. Cohen first identifies an
acquisition or merger candidate for us, we will pay her a bonus upon the closing
of the acquisition or merger.

Compensation Plans

     We do not have any stock option or compensation  plan and have never issued
any stock-based  compensation.  No stock options or restricted stock grants have
been issued through the date of this Form 10-K.


Compensation Of Directors

     Directors do not receive any direct or indirect compensation for serving in
such capacity. We will reimburse directors for all reasonable costs and expenses
incurred in connection with attending or participating in meetings of the Board.

Employment Agreements

     Other than the Employment  Agreement with Ms. Cohen,  we are not party to
any employment agreements with management.

                                    -18-
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS


     The following table sets forth information as of March 30, 2009,  regarding
the  beneficial  ownership  of  common  stock by (1) each of our  directors  and
officers; (2) each person or group known by us to beneficially own 5% or more of
the outstanding  shares of common stock;  and (3) all of our executive  officers
and directors as a group.  Unless  otherwise noted, the persons named below have
sole  voting  and  investment   power  with  respect  to  the  shares  shown  as
beneficially owned by them.


NAME AND ADDRESS                AMOUNT OF                         PERCENTAGE OF
OF BENEFICIAL OWNER        BENEFICIAL OWNERSHIP                    OUTSTANDING
                                                                SHARES OWNED (1)
-------------------------  ---------------------               ----------------
Alyssa Cohen                  50,000 shares                         30.7%
130 Shore Road, Suite 238
Port Washington, New York  11050

All officers and directors
as a group (1 person)         50,000 shares                         30.7%

     -----------

(1)  Based on a total of 163,000 shares outstanding as of March 30, 2009.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS'
          INDEPENDENCE

     We use office and  manufacturing  space  provided  to us by our  President,
Alyssa Cohen at no cost to us. The amount of office and  manufacturing  space we
use is insignificant.


ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

AUDIT FEES

     Raich Ende Malter & Co. LLP  ("Raich  Ende") is the  Company's  independent
registered public accounting firm.

     The  following  table sets forth fees billed to us during the fiscal  years
ended  December  31,  2008 and  2007 by Raich Ende:

                                  December 31, 2008         December 31, 2007
                                   -----------------       ----------------
(i)      Audit Fees                $24,500                     $     0
(ii)     Audit Related Fees        $     0                     $     0
(iii)    Tax Fees                  $     0                     $     0
(iv)     All Other Fees            $     0                     $     0


     Audit Fees. Consists of fees billed for professional  services rendered for
the audit of the  Company's  financial  statements  and  review  of the  interim
consolidated  financial  statements  included in quarterly  reports and services
that are normally  provided by our auditors in  connection  with  statutory  and
regulatory  filings or engagements.  Audit fees billed to the Company during the
fiscal year ended  December  31, 2008 include (i) $14,000  billed in  connection
with the audits contained in and review of the Company's Form S-1 filed in 2008,
and (ii) $10,500 billed in connection with the review of the Company's quarterly
reports on Form 10Q.  There were no audit fees billed to the Company  during the
fiscal year ended December 31, 2007.

     Audit-Related  Fees.  Consists  of fees  billed for  assurance  and related
services that are reasonably  related to the  performance of the audit or review
of the Company's  financial  statements and are not reported under "Audit Fees."
There were no such services provided in fiscal 2008 or 2007.


                                -19-
<page>


     Tax  Fees.  Consists  of fees  billed  for  professional  services  for tax
compliance,  tax advice, tax planning and tax return preparation.  There were no
such services provided in fiscal 2008 or 2007.

     All Other Fees.  Consists of fees for products and services  other than the
services reported above. There were no management  consulting  services provided
in fiscal 2008 or 2007.

     Policy on  Pre-Approval  of Audit and  Permissible  Non-Audit  Services  of
Independent Auditors

     The   Company's   policy  is  that  our  auditor   performs   its  services
independently  and with the highest integrity and  professionalism.  There is no
formal written policy.  Any engagement of our outside auditor must be consistent
with principles  determined by the SEC,  namely,  that the  independent  auditor
cannot audit its own work,  perform  management  functions or act as an advocate
for the client.

Board of Directors Pre-Approval Policies and Procedures

     The Board of Directors,  in the absence of an Audit Committee, pre-approves
all  services,  including  both audit and  non-audit  services,  provided by our
independent   accountants.   For  audit  services,  each  year  the  independent
registered  public  accounting firm provides the Board with an engagement letter
outlining the scope of the audit  services  proposed to be performed  during the
year,  which must be formally  accepted by the Board before the audit commences.
The independent registered public accounting firm also submits an audit services
fee  proposal,  which  also  must be  approved  by the  Board  before  the audit
commences.

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

DESCRIPTION OF EXHIBITS

         (a)  Financial Statements see Index to Financial Statements on page
              F-1 of this Annual Report.

         (b)  Exhibits See Exhibit Index.

EXHIBIT NO.
----------
3.1      Certificate of Incorporation of Chocolate Candy Creations, Inc.*
3.2      Bylaws of Chocolate Candy Creations, Inc.*
4.1      Form of Warrant issued to warrantholders*
10.3     Amended Employment Agreement between Chocolate Candy Creations, Inc.
         and Alyssa Cohen**
31.1     Certification of Chief Executive and Chief Financial Officer pursuant
         to Section 302 of the Sarbanes-Oxley Act of 2002
32.1     Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002


     * Filed as an exhibit to the Company's  registration statement on Form S-1,
File  No.  333-150306,   which  was  declared  effective  on  May  5,  2008  and
incorporated herein by reference.

     ** Filed as an Exhibit to the  Company's  Form 10-Q for the  quarter  ended
March 31, 2008.

                                -20-
<page>

                               SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned,  thereunto
duly authorized.


Date:  March 30, 2009
                          CHOCOLATE CANDY CREATIONS, INC.

                      /s/ Alyssa Cohen
                     ___________________
                          Alyssa Cohen
                          Chief Executive Officer and Chief Financial Officer
                         (Principal Executive, Financial and Accounting Officer)


     In  accordance  with the Exchange  Act, this report has been signed by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

    Signature      Title                                       Date

/s/ Alyssa Cohen   Chief Executive Officer,
_________________  Chief Financial Officer and Director        March 30, 2009
    Alyssa Cohen





















                                -21-
<page>

EXHIBIT 31.1
              CERTIFICATION

I, Alyssa Cohen, certify that:

     1. I have  reviewed  this  annual  report on Form 10-K of  Chocolate  Candy
Creations, Inc.;


     2. Based on my  knowledge,  this annual  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 annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects  the  financial  condition,  results  of  operations  and cash flows of
Chocolate  Candy  Creations,  Inc. as of and for, the periods  presented in this
annual report;

     4. Chocolate Candy Creations,  Inc.'s other  certifying  officers and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control
over  financial  reporting  (as  defined in  Exchange  Act Rules  13a-15(f)  and
15d-15(f)) for Chocolate Candy Creations, Inc. and 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 Chocolate Candy Creations,  Inc.,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this annual report is
being prepared;


     b. Designed such internal control over financial reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles;

     c.  Evaluated  the  effectiveness  of  Chocolate  Candy  Creations,  Inc.'s
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure  controls and procedures as of the end
of the period covered by this annual report based on such evaluation; and

     d. Disclosed in this report any change in Chocolate Candy  Creations,  Inc.
internal  control over financial  reporting that occurred during its most recent
fiscal quarter  (Chocolate Candy Creations,  Inc.'s fourth fiscal quarter in the
case of an annual report) that has materially affected,  or is reasonably likely
to materially  affect,  Chocolate Candy Creations,  Inc.'s internal control over
financial reporting.

     5. Chocolate Candy Creations,  Inc.'s other certifying  officers and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial reporting, to Chocolate Candy Creations, Inc.'s auditors and the audit
committee of Chocolate  Candy  Creations,  Inc.'s board of directors (or persons
performing the equivalent functions):

     a. All significant  deficiencies  and material  weaknesses in the design or
operation  of internal  control  over  financial  reporting  which are likely to
adversely affect Chocolate Candy Creations,  Inc.'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 Chocolate  Candy  Creations,  Inc.'s
internal control over financial reporting.


Date: March 30, 2009


/s/ Alyssa Cohen
___________________
    Alyssa Cohen
    Chief Executive Officer and Chief Financial Officer




                                -22-

<PAGE>

EXHIBIT 32.1

                       CHOCOLATE CANDY CREATIONS, INC.

          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 Annual Report of Chocolate  Candy  Creations,  Inc.
(the "Company") on Form 10-K for the year ending December 31, 2008 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Alyssa Cohen,  Chief  Executive  Officer  and Chief  Financial  Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 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.  To my  knowledge,  the  information  contained  in  the  Report  fairly
presents,  in all  material  respects,  the  financial  condition  and result of
operations of the Company as of the period covered by the Report.

/s/  Alyssa Cohen
__________________
     Alyssa Cohen
     Chief Executive Officer and Chief Financial Officer

March 30, 2009

































                                        -23-


<PAGE>


INDEX TO FINANCIAL STATEMENTS

                                                                   Page

Report of Independent Registered Public Accounting Firm             F-1

Balance Sheets as of December 31, 2008 and December 31, 2007        F-2

Statements of Operations for the Years ended December
31, 2008 and December 31, 2007                                      F-3

Statements of Changes in  Stockholders'  Equity for
the Years ended December 31, 2008 and December 31, 2007             F-4

Statements  of Cash  Flows for the  Years ended December            F-5
31, 2008 and December 31, 2007

Notes to Financial Statements                                       F-6






























                                -24-


<PAGE>

CHOCOLATE CANDY CREATIONS, INC.


   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Chocolate  Candy Creations, Inc.
Port Washington, New York

     We  have  audited  the  accompanying  balance  sheets  of  Chocolate  Candy
Creations,  Inc. as of December 31, 2008 and 2007, and the related statements of
operations,  changes in stockholders'  equity and cash flows for the years ended
December  31, 2008 and December 31, 2007.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.


     We conducted our audits in accordance  with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audits included consideration of internal
control over financial  reporting as a basis for designing  auditing  procedures
that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.


     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial position of Chocolate Candy Creations,
Inc. as of December 31, 2008 and 2007, and the results of its operations and its
cash flows for the years  ended  December  31,  2008 and  December  31,  2007 in
conformity with accounting principles generally accepted in the United States of
America.





/s/ Raich Ende Malter & Co. LLP
_________________________________
    Raich Ende Malter & Co. LLP
    New York, New York
    March 30, 2009


                                F-1


<PAGE>



                          Chocolate Candy Creations, Inc.
                                 Balance Sheets


                                                     As of December 31,
                                                   ----------------------

                                                2008                  2007
                                            -------------        -------------

ASSETS

Current Assets

   Cash                                         $ 47,440         $ 76,785
   Inventory                                       1,616            2,964
   Prepaid Expenses                                  463            1,500
                                            ----------------   ---------------

Total Current Assets                              49,519           81,249
                                            ----------------   ---------------


LONG TERM ASSETS:
 Equipment                                        44,536           44,536
 Less: Accumulated Depreciation                  (15,589)          (6,681)
                                             ---------------    ---------------


Equipment net of accumulated Depreciation         28,947            37,855
                                             ---------------    ---------------

Total Assets                                    $ 78,466          $119,104
                                            ================   ================



LIABILITIES AND STOCKHOLDERS' EQUITY:
  Current liabilities
    Accrued liabilities                         $  7,969          $  3,191
                                            ----------------  -----------------


Stockholders Equity:
 Preferred Stock, $0.0001 par value;
 authorized 1,000,000 shares;                        --               --
 issued none                                ---------------  ------------------

Common Stock, $0.001 par value; authorized
4,000,000 shares; issued and outstanding,
163,000 shares as of December 31, 2008
and as of December 31, 2007                          16                 16

Additional paid-in capital                      132,984            132,984

 ACCUMULATED DEFICIT                            (62,503)           (17,087)
                                             ----------------    -------------

 Total stockholder's equity                      70,497            115,913
                                             ----------------    -------------

 Total liabilities and stockholders' equity     $78,466           $119,104
                                             ================    ==============





                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS


                                F-2

<PAGE>


                      Chocolate Candy Creations, Inc.
                        Statements of Operations


                                 For the Year Ended          For the Year Ended
                                  December 31, 2008           December 31, 2007
                              ------------------------        -----------------


Sales                                $     8,351                 $   6,623
                                     -----------------         ----------------
Raw Materials Cost                         2,326                     1,658

General & Administrative Expenses         43,446                    16,064

Depreciation                               8,908                     6,681
                                     -----------------         ----------------

Total Costs and Expenses                  54,680                    24,403
                                     -----------------         ----------------
Operating (Loss)                         (46,329)                  (17,780)

Other Income                                 913                       680
                                     -----------------         ----------------

Net (Loss)                           $   (45,416)                $ (17,100)
                                     -----------------         ----------------
                                     -----------------         ----------------

Loss per common share
Basic and Diluted                    $      (0.28)                 $  (0.17)
                                     -----------------         ----------------
                                     -----------------         ----------------

Weighted average number of common
shares outstanding-basic and diluted      163,000                   101,679
                                      ----------------         ----------------
                                      ----------------         ----------------


                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS




                                       F-3

<PAGE>




                          Chocolate Candy Creations, Inc.
               Statements of Changes in Stockholders' Equity



<TABLE>
<CAPTION>
                                                                            RETAINED
                                                           ADDITIONAL        EARNINGS          TOTAL
                     PREFERRED         COMMON              PAID-IN       (ACCUMULATED    STOCKHOLDERS'
                      STOCK            STOCK               CAPITAL          DEFICIT)        EQUITY
                     --------          -------              -----------      ----------    -----------
                   Shares Amount      Shares Amount
                   ------ -----       -----  -----
<S>                  <C>  <C>          <C>   <C>             <c>              <C>           <C>

BALANCE-
January 1, 2007       -   $-         101,000 $10           $70,990         $    13        $71,013

ISSUANCE OF
COMMON STOCK                          62,000   6            61,994                         62,000

NET (LOSS)                                                                 (17,100)       (17,100)
                     ------------------------------------------------------------------------------------
BALANCE
December 31, 2007     -  -$-      163,000     16           132,984         (17,087)       115,913


NET (LOSS)                                                                 (45,416)       (45,416)
                     ------------------------------------------------------------------------------------

BALANCE -             -  -$-     163,000    $16           $132,984        $(62,503)       $ 70,497
DECEMBER 31, 2008    --- ---     --------  -----          ---------       ---------       ----------
                     --- ---     --------  -----          ---------       ---------       ----------




</TABLE>





                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS




                                       F-4


<PAGE>

                        Chocolate Candy Creations, Inc.
                        Statements of Cash Flows


                                    For the Year Ended       For the Year Ended,
                                    December 31, 2008        December 31, 2007
                                   ------------------         -----------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (LOSS)                           $(45,416)                $(17,100)
 Adjustments to reconcile net loss
 to net cash (used in) provided by
 operating activities:
 Changes in asset and liability balances:
Depreciation                                   8,908                    6,681
Inventory                                      1,348                   (2,964)
Prepaid Expenses                               1,037                   (1,500)
Accrued Liabilities                            4,778                    3,117
                                         ---------------         --------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                         (29,345)                 (11,766)
                                         ---------------         --------------
CASH FLOWS FROM
FINANCING ACTIVITIES:

Proceeds from issuance of                          0                   62,000
common stock and warrants               ---------------          --------------

NET CASH PROVIDED BY                               0                   62,000
FINANCING ACTIVITIES                    --------------          ---------------

NET INCREASE IN CASH                         (29,345)                  50,234



CASH - beginning of period                    76,785                   26,551
                                        ----------------         --------------

CASH - end of period                        $ 47,440              $    76,785
                                        ----------------         --------------
                                        ----------------         --------------




                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS





                                F-5



<PAGE>
                        CHOCOLATE CANDY CREATIONS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 2008





NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Chocolate  Candy  Creations,  Inc. (the  "Company") was organized under the
laws of the  State of  Delaware  on  November  1, 2006 to  manufacture  and sell
specialized  chocolates,  other  candy,  cookie and cake  products.  The Company
conducts  business  under the name  "Smiles on  Chocolate."  The  Company  began
selling its products in 2007. The Company's  customers are currently  located in
New York.

Use of Estimates

     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 could differ from these estimates.  Significant
estimates  made by  management  include the  valuation of the deferred tax asset
allowance and the depreciable life and residual value of its chocolate  printing
machine system.

Fair Value of Financial Instruments

     In   September,   2006,   the  FASB  issued  SFAS  No.  157,   "Fair  Value
Measurements."  SFAS No. 157 defines  fair value,  establishes  a framework  for
measuring  fair  value and  expands  disclosure  requirements  about  fair value
measurements.  SFAS No. 157 was  effective  for our  Company on January 1, 2008.
However,  in February 2008, the FASB released FASB Staff Position (FSP FAS 157-2
- Effective Date of FASB Statement No. 157), which delayed the effective date of
SFAS No. 157 for all nonfinancial  assets and nonfinancial  liabilities,  except
those that are recognized or disclosed at fair value in the financial statements
on a recurring basis (at least  annually).  The adoption of SFAS No. 157 for our
financial assets and liabilities did not have a material impact on our financial
statements. We do not believe the adoption of SFAS No. 157 for our non-financial
assets and liabilities,  effective  January 1, 2009, will have a material impact
on our financial statements.

     On January 1, 2008 the Company  adopted  Statement of Financial  Accounting
Standards No. 159, "The Fair Value Option for Financial  Assets and Liabilities"
("FAS 159"). There was no impact on the Company's financial position, results of
operations  or cash flows at December  31, 2008 and for the year then ended as a
result of the adoption of FAS 159.

     The amounts at which current assets and current  liabilities  are presented
approximate their fair value due to their short-term nature.

Cash and Cash Equivalents

     Cash  equivalents are comprised of certain highly liquid  investments  with
maturity of three  months or less when  purchased.  We maintain our cash in bank
deposit  accounts,  which at times may exceed federally  insured limits. We have
not experienced any losses to date as a result of this policy.

Revenue Recognition

     The Company  recognizes sales revenue from product orders when the order is
completed and the product is shipped to the customer. Cash received from clients
in advance of the completion of an order is recorded as a deposit.

Accounts Receivable

     We provide an allowance for doubtful accounts determined  primarily through
specific  identification  and  evaluation  of  significant  past  due  accounts,
supplemented  by an  estimate  applied  to the  remaining  balance  of past  due
accounts. As of December 31, 2008 and 2007, no allowance was deemed necessary.

Inventory

     Inventory  primarily  is stated at the lower of cost  (first-in,  first-out
method) or market. Inventory consists of blank chocolate lollipops,  other candy
items, and packaging materials.


                                F-6
<page>

Property and Equipment

     We record our equipment at  historical  cost.  We expense  maintenance  and
repairs as incurred.  Depreciation is provided for by the  straight-line  method
over five years,  the  estimated  useful lives of the  property  and  equipment.

Income Taxes

     The Company  follows the  provisions  of Statement of Financial  Accounting
Standards  Board No. 109,  "Accounting for Income Taxes," which requires the use
of the liability  method of accounting  for income taxes.  The liability  method
measures  deferred income taxes by applying enacted statutory rates in effect at
the balance  sheet date to the  differences  between the tax basis of assets and
liabilities  and  their  reported  amounts  on  the  financial  statements.  The
resulting  deferred tax assets or liabilities are adjusted to reflect changes in
tax laws as they occur. A valuation allowance is provided when it is more likely
than not that a deferred tax asset will not be realized.

     On January 1, 2007,  the Company  adopted  Financial  Accounting  Standards
Board (FASB)  Interpretation No. 48, "Accounting for Uncertainty in Income Taxes
- an  interpretation of FASB Statement No. 109" (FIN 48). There was no impact on
the Company's  consolidated  financial  position,  results of operations or cash
flows at December  31, 2008 and 2007 and for the years then ended as a result of
implementing FIN 48. At the adoption date of January 1, 2007 and at December 31,
2008 and 2007,  the  Company did not have any  unrecognized  tax  benefits.  The
Company's  practice is to recognize  interest and/or penalties related to income
tax matters in income tax  expense.  As of January 1, 2007 and December 31, 2008
and 2007,  the  Company  had no  accrued  interest  or  penalties.  The  Company
currently has no federal or state tax examination in progress nor has it had any
federal or state tax examinations since its inception.  All of its tax years are
subject to federal and state tax examination.

Loss Per  Common  Share

     The Company has adopted  Statement of Financial  Accounting  Standards  No.
128,  Earnings Per Share,  which modified the  calculation of earnings per share
("EPS").  This statement replaced the previous presentation of primary and fully
diluted EPS to basic and diluted EPS.  Basic EPS is computed by dividing  income
available to common stockholders by the weighted average number of common shares
outstanding  for the period.  Diluted EPS  includes the dilution of common stock
equivalents,  and is  computed  similarly  to  fully  diluted  EPS  pursuant  to
Accounting Principles Board (APB) Opinion 15.

     Basic loss per  common  share is  calculated  by  dividing  net loss by the
weighted  average number of shares of common stock  outstanding.  Stock warrants
have not been  included in the  calculation  of diluted  loss per share,  as the
effect would have been  antidilutive  in 2008 and 2007.  Accordingly,  basic and
dilutive loss per share are the same for the Company.

                                For the Year Ended      For the Year Ended
                                December 31, 2008       December 31, 2007
                               __________________       _________________
Loss Per Share
Basic and Diluted                 $(0.28)                 $(0.17)






                               F-7

<page>

Recent Accounting Pronouncements


     In December  2007,  the FASB issued SFAS No. 141 (revised  2007),  Business
Combinations,  which  replaces SFAS No. 141. The statement  retains the purchase
method of  accounting  for  acquisitions,  but  requires  a number  of  changes,
including  changes in the way  assets  and  liabilities  are  recognized  in the
purchase  accounting.  It also changes the  recognition  of assets  acquired and
liabilities assumed arising from  contingencies,  requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related  costs as incurred. SFAS No. 141R is effective for financial
statements  issued for fiscal years  beginning  after  December  15,  2008,  and
interim  periods  within  those  fiscal  years.  The Company does not expect the
adoption of SFAS No. 141R to have an effect on its financial statements.

     In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated  Financial  Statements,  and amendment of ARB 51, which changes the
accounting  and reporting for minority  interests.  Minority  interests  will be
recharacterized as noncontrolling  interests and will be reported as a component
of equity  separate from the parent's  equity,  and purchases or sales of equity
interests  that do not result in a change in control  will be  accounted  for as
equity transactions.  In addition, net income attributable to the noncontrolling
interest will be included in  consolidated  net income on the face of the income
statement  and,  upon a loss  of  control,  the  interest  sold,  as well as any
interest  retained,  will  be  recorded  at fair  value  with  any  gain or loss
recognized  in earnings.  SFAS No. 160 is  effective  for  financial  statements
issued for fiscal years  beginning  after December 15, 2008, and interim periods
within those fiscal years.  The Company does not expect the adoption of SFAS No.
160 to have an effect on its financial statements.

     In March 2008, the FASB issued SFAS No. 161,  Disclosures  about Derivative
Instruments  and Hedging  Activities - an amendment of FASB  Statement  No. 133.
SFAS No.  161 gives  financial  statement  users  better  information  about the
reporting  entity's  hedges by providing for qualitative  disclosures  about the
objectives and strategies for using derivatives,  quantative data about the fair
value  of and  gains  and  losses  on  derivative  contracts,  and  details  for
credit-risk-related  contingent features in their hedged positions. The standard
is  effective  for  financial  statements  issued for fiscal  years and  interim
periods  beginning after November 15, 2008, with early  application  encouraged,
but not required.  We do not anticipate the adoption of SFAS No. 161 will have a
material  effect on the  Company's  financial  statements.

     Management  does not believe that any other  recently  issued,  but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying financial statements

NOTE B - PROPERTY, PLANT AND EQUIPMENT

     On April 1, 2007 the Company placed its chocolate  printing  machine system
in service and began to  depreciate it over a 60 month period on a straight line
basis with no assumed residual value.



                                F-8


<page>

NOTE C - INCOME TAXES

     Deferred tax assets and liabilities are determined  using enacted tax rates
for the effects of net operating  losses and temporary  differences  between the
book  and tax  bases of  assets  and  liabilities.  Certain  judgments  are made
relating  to  recoverability  of  deferred  tax  assets,  uses of tax loss carry
forwards,   level  of  expected   taxable  income  and  available  tax  planning
strategies.   At  December  31,  2008,   the  Company  had  net  operating  loss
carryforwards  of $62,503  available to reduce future  taxable  income  expiring
through 2028.  Management has  determined  that it is more likely than not
that the net  operating  loss  carryforwards  will not be realized in the future
and,  accordingly,  the deferred tax asset of $14,376 has been fully reserved as
of December 31, 2008. A  reconciliation  of the  statutory  income tax effective
rate to the actual provision shown in the financial statements is as follows:

                                                For the Year Ended
                                        December 31, 2008    December 31, 2007
                                        _________________    _________________


(Loss) before income taxes               ($45,416)            ($17,100)
                                         ==========           ==========
Computed tax benefit at
    statutory rate:

Federal                                 ($15,441)    (34%)     ($5,814)   (34%)

State, Net of Federal
   Tax Effect                             (2,407)    (5.3%)       (906)   (5.3%)

Surtax Exemption                           7,300      16.1%      2,992    17.5%

Net Operating Loss
Valuation allowance                       10,648      23.2%      3,728    21.8%
                                         ---------  ------     -------  -------

Total Tax Benefit                         $  --       --%       $  --       --%
                                         =========  =======    ========  ======


NOTE D - CAPITAL TRANSACTIONS

     The Company is  authorized to issue  4,000,000  shares of $0.0001 par value
common stock.

     On November 1, 2006,  the Company  issued to its founders  91,000 shares of
common  stock and warrants to purchase  909,000  shares of common stock at $0.05
per share in exchange for a total of $1,000.  On December 19, 2006, 5,000 shares
of Common Stock and warrants to purchase  60,000 shares of common stock at $0.05
per share were sold for a total of  $65,000.  On  December  20, 2006 the Company
issued 5,000 shares of common stock as partial consideration for the purchase of
its chocolate  printing  machine  system,  which shares were valued at $1.00 per
share. The holders of the warrants have cashless exercise rights. These warrants
are  exercisable  until  November 6, 2016,  provided  that the  warrants are not
exercisable  prior to November 6, 2009 unless there is a "Change in Control" (as
defined in the  warrants)  in the Company,  in which event the warrants  will be
exercisable at any time after seventy (70) days following such Change in Control
and until November 6, 2016.


                             F-9
<page>

     On December 28, 2007, the Company  completed a private  placement of 62,000
shares of common stock at $1.00 per share.

     The Company is  authorized to issue  1,000,000  shares of $0.0001 par value
preferred  stock with  designations,  voting and other rights and preferences as
may be determined from time to time by the Board of Directors of the Company. No
shares have been issued.

     The following table summarizes information on all warrants issued by us for
the periods ended December 31, 2008 and 2007.


<Table>
<Caption>

                                  December 31, 2008         December 31, 2007
                                 ________________           _________________
                                      Weighted Average             Weighted Average
                              Number   Exercise Price     Number    Exercise Price
                             ______   _______________    _______   ________________

<S>                           <C>         <C>              <C>          <C>

Outstanding, beginning
of the year                   969,000   $ 0.05           969,000       $0.05

Granted                          --         --              --            --
                             _______    ________       __________      ________

Outstanding, end of the year  969,000   $ 0.05           969,000       $0.05
                             ========   ========       ==========      ========

Exercisable, end of year           --   $  --                 --       $  --


                             ========   ========       ==========      ========
</Table>





     The  numbers  and  weighted   average   exercise  prices  of  all  warrants
outstanding as of December 31, 2008 is as follows:


              Remaining Number     Weighted Average
Exercise      of Warrant Shares    Contractual Life     Weighted Average
  Price          Outstanding          (Years)           Exercise Price
__________    _______________      ________________     ________________

$0.05           969,000                   7.86             $0.05
               _________               ________          __________


                969,000                   7.86             $0.05
               ========                ========          ==========




                                F-10

<page>

NOTE E - RELATED PARTY TRANSACTIONS

     The  Company  utilizes  office  and  manufacturing  space  provided  by its
president  at no cost to the Company.  The amount of such space  utilized by the
Company is considered insignificant.

NOTE F - CONCENTRATION OF RISKS

     In the years ended  December 31, 2008 and December 31, 2007,  respectively,
the  Company  sold  its  products  to  approximately 160 and  145  customers,
respectively.  The following table highlights the Company's revenues from its
top customers:

                     Year Ended          Year Ended
                   December 31, 2008   December 31, 2007
                   _________________   _________________
Customer A               14%                  --
Customer B               12%                  --
Customer C               --                   18%



     None of the Company's  other  customers  accounted for more than 10% of the
Company's sales in 2008 or 2007.

NOTE G - COMMITMENTS

     On  November  6,  2006,  the  Company  entered  into a one year  employment
agreement which was amended on June 16, 2008 (the  "Employment  Agreement") with
its president. Pursuant to the Employment Agreement, Ms. Cohen is paid (i) fifty
(50%)  percent of the Company's  "gross  margin",  as defined in the  Employment
Agreement, less (ii) any commissions or finder's fees paid by the Company or any
compensation  paid by the Company to any of the  Company's  sales  employees  or
independent contractors. Ms. Cohen earned $3,005 and $2,200 under her Employment
Agreement  in 2008 and 2007,  respectively.  At December  31, 2008 $867  remains
outstanding and is included in accrued  liabilities.  In addition,  in the event
Ms. Cohen first  identifies an acquisition  or merger  candidate for us, we will
pay her a bonus upon the closing of the acquisition or merger.
















                                 F-11