SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT 2 TO
FORM 10-QSB

[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended March 31, 2007

-OR-

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________  to________

Commission File Number             333-1311294


Cross Atlantic Commodities, Inc.
--------------------------------------------
(Exact name of registrant as specified in its charter)


   Nevada                                          76-0768756
--------------------------------------------------------------------
(State or other jurisdiction    (I.R.S. Employer Identification Number)
of incorporation or organization

245 Park Avenue, 39th Floor, New York, NY 10167
--------------------------------------------
(Address of principal executive offices, Zip Code)

212-672-1869
----------------------  --------------------
(Registrant's telephone number, including area code)


Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant
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 whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).   Yes [   ]  No  [ x ]

The number of outstanding shares of the registrant's common stock,
March 31, 2007:  Common Stock  -  20,549,200






<PAGE>2


 PART I -- FINANCIAL INFORMATION

Cross Atlantic Commodities, Inc.

Item 1. Financial Statements

Balance Sheet, Condensed March 31, 2007 (unaudited)
Condensed Statements of Operations For the Three Months Ended March 31,
  2007 and 2006, and for the Period From March 12, 1998 (Inception) to
  March 31, 2007
Statements of Cash Flows For the Three Months Ended March 31, 2007 and
  2006, and for the Period From March 12, 1998 (Inception) to March 31,
  2007
Notes to financial statements




<PAGE>3
Cross Atlantic Commodities, Inc.
 (A Development Stage Company)
Balance Sheet
March 31, 2007
(Unaudited)

ASSETS
                                                  2007
                                                 ------
Current Assets:
  Cash                                         $  496,594
  Cash - restricted                                   800
  Prepaid expenses                                 20,202
  Inventory                                        13,587
                                               ----------
    Total current assets                          531,183

Furniture and equipment, net                        4,607

Security deposits                                   1,625
                                               ----------
                                               $  537,415
                                               ==========

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
  Accounts payable and accrued expenses        $   44,506
  Loans payable - stockholders                    227,435
                                               ----------
    Total current liabilities                     271,941
                                               ----------
Non-current Liabilities
  Debentures payable, net of unamortized
    discount                                        1,919
  Derivative liability                          6,308,284
                                               ----------
                                                6,310,203
                                               ----------
Stockholders' (deficit):
  Common stock, $0.001 par value;
    25,000,000 shares authorized,
    23,081,980 shares issued and
    outstanding                                    23,082
  Additional paid in capital                    2,424,600
  (Deficit) accumulated during development
    stage                                      (8,492,411)
                                               ----------
    Total stockholders' (deficit)              (6,044,729)

                                               $  537,415
                                               ==========

See the accompanying notes to the financial statements.



<PAGE>4
Cross Atlantic Commodities, Inc.
 (A Development Stage Company)
Statements of Operations
For the Three Months Ended March 31, 2007 and 2006, and for the Period
From March 12, 1998 (Inception) to March 31, 2007
(Unaudited)
<TABLE>
                                             From March
                                              12, 1998
                                           (Inception) to     For the Three Months
                                              March 31,              March 31,
                                               2007            2007          2006
                                            -------------   ---------      --------

                                              <c>            <c>           <c>
Revenue                                      $  571,604    $        -     $   34,500
Cost of goods sold                              563,117             -         38,463
                                             ----------    ----------     ----------
  Gross income                                    8,487             -         (3,963)
                                             ----------    ----------     ----------
Expenses:
General and administrative expenses           2,983,982       313,481         38,932
Purchased research and development               11,690             -              -
                                             ----------    ----------     ----------
                                              2,995,672       313,481         38,932
                                             ----------    ----------     ----------
  Net (loss) before other income
    and expenses                             (2,987,185)     (313,481)       (42,895)

Other income and expenses
  Derivative expense                         (5,465,498)   (2,841,520)             -
  Interest income                                   387             -              -
  Interest expense                              (40,115)      (26,382)             -
                                             ----------    ----------     ----------
                                             (5,505,226)   (2,867,902)             -
                                             ----------    ----------     ----------

  Net loss                                  $(8,492,411)  $(3,181,383)    $  (42,895)
                                            ===========   ===========     ==========
(Loss) per common share - Basic and fully
  diluted                                                  $    (0.14)    $    (0.00)
                                                           ==========     ==========
Weighted average number of shares
  outstanding - Basic and fully diluted                    23,081,980     20,549,200
                                                           ==========     ==========
</TABLE>
See the accompanying notes to the financial statements.


<PAGE>5
Cross Atlantic Commodities, Inc.
 (A Development Stage Company)
Statements of Cash Flows
For the Six Months Ended March 31, 2007 and 2006, and for
the Period From March 12, 1998 (Inception) to March 31, 2007
(Unaudited)

<TABLE>
                                             From March
                                              12, 1998
                                           (Inception) to
                                              March 31,
                                               2007            2007          2006
                                            -------------    --------      --------

                                              <c>            <c>           <c>
Cash flows from operating activities:
Net cash (used in) operating activities        $ (497,352)   $ (269,004)  $  (23,058)
                                               ----------    ----------   ----------
Cash flows from investing  activities:
  Restricted cash                                    (800)            -         150
  Purchase of furniture and equipment              (4,789)       (1,759)          -
                                              -----------   -----------   ---------
Net cash provided by (used in) investing
  activities                                       (5,589)       (1,759)        150
                                              -----------   -----------   ---------
Cash flows from financing activities:
  Proceeds from issuance of common stock          222,100             -           -
  Proceeds from sale of debentures                550,000             -           -
  Increase in shareholder loan                    227,435        17,000      14,525
                                              -----------   -----------   ---------
Net cash provided by financing activities         999,535        17,000      14,525
                                              -----------   -----------   ---------
Net increase (decrease) in cash                   496,594      (253,763)     (8,383)
Cash - January 1                                        -       750,357      64,189
                                              -----------   -----------   ---------
Cash - March 31                               $   496,594   $   496,594   $  55,806
                                              ===========   ===========   =========


<PAGE>6

Supplemental cash flow information:
  Cash paid during the period for:
    Interest                                  $    11,144   $         -   $       -
                                              ===========   ===========   =========
    Income taxes                              $         -   $         -   $       -
                                              ===========   ===========   =========
Purchase of inventory with shareholder
  loan                                        $    51,090   $         -   $       -
                                              ===========   ===========   =========
</TABLE>
See the accompanying notes to the financial statements.



<PAGE>7
CROSS ATLANTIC COMMODITIES, INC.
 (A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2007

(1)  Basis Of Presentation

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) for
interim financial information and Item 310(b) of Regulation S-B. They do
not include all of the information and footnotes required by GAAP for
complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair presentation have been included.

The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year.  For further
information, refer to the financial statements of the Company as of
December 31, 2006, and for the years ended December 31, 2006 and 2005,
and the period from inception (March 12, 1998) to December 31, 2006.

(2)  Earnings Per Share

The Company calculates net income (loss) per share as required by
Statement of Financial Accounting Standards (SFAS) 128, "Earnings per
Share."  Basic earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by
dividing net income (loss) by the weighted average number of common
shares and dilutive common stock equivalents outstanding.  During periods
when anti-dilutive commons stock equivalents are not considered in the
computation.

(3)  Inventory

Inventory is stated at the lower of cost, determined on a first in, first
out basis, or market value. Inventory consists principally of finished
goods and packaging materials.

(4)  Loans Payable - Related Parties

During the three months ended March 31, 2007 advances aggregating $17,000
were made by the officers of the Company for working capital purposes.
The advances are due on demand and have no stated interest rate. In
addition the Company accrued $60,000 in services provided by its
officers. The balance due aggregated $227,435 at March 31, 2007.

(5)  Commitments, Concentrations and Contingencies

During the periods covered by these financial statements the Company
issued shares of common stock without registration under the Securities
Act of 1933.  Although the Company believes that the sales did not
involve a public offering of its securities and that the Company did
comply with the "safe harbor" exemptions from registration, if such
exemptions were found not to apply, this could have a material impact on
the Company's financial position and results of operations.

<PAGE>8

(6)  Basis of Reporting
The Company's financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.  The Company has
experienced a significant loss from operations from inception aggregating
$8,492,411. In addition, the Company has no significant revenue
generating operations.

The Company's ability to continue as a going concern is contingent upon
its ability to secure additional financing, increase ownership equity and
attain profitable operations.  In addition, the Company's ability to
continue as a going concern must be considered in light of the problems,
expenses and complications frequently encountered in established markets
and the competitive environment in which the Company operates.

The Company is pursuing financing for its operations and seeking
additional investments.  In addition, the Company is seeking to expand
its revenue base by adding new customers and increasing its advertising.
Failure to secure such financing or to raise additional equity capital
and to expand its revenue base may result in the Company depleting its
available funds and not being able pay its obligations.

The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result
from the possible inability of the Company to continue as a going
concern.

(7)   SECURED CONVERTIBLE NOTES

On December 27, 2006, the Company entered into a Securities Purchase
Agreement with four accredited investors ("Note Holders") for the sale of
an aggregate of $1,000,000 of Callable Secured Convertible Notes (the
"Convertible Notes") and warrants to purchase up to 15,000,000 shares of
its common stock (the "Warrants").  The Company has granted the Note
Holders a security interest in substantially all of the Company's assets.

The Company also entered into a Registration Rights Agreement with the
Note Holders under which it is required to file, by January 26, 2007, a
registration statement to register for resale the shares of common stock
issuable on conversion of the notes and exercise of the warrants.  The
registration statement was filed on February 1, 2007 and is required to
be effective by April 26, 2007.  Because the registration statement was
not effective by that date, the Company began to incur penalties of 2%
per month of the outstanding principal amount of the Convertible Notes.
The Company accrues any penalties incurred to date, together with an
estimate of the penalties that may be incurred in the future, based on
the Company's expectation of when the registration statement will be
effective and when the shares obtained can be freely sold without
registration under Rule 144.

<PAGE>9

The proceeds related to $600,000 of the Convertible Notes were received
on December 27, 2006 and the balance of the Convertible Notes will be
issued and related proceeds received when the registration statement
becomes effective.

The Convertible Notes bear interest at 8% per annum and have a maturity
date of three years from the date of issuance.  No interest is payable
for any month in which the trading price of our common stock is greater
than $0.40 for each trading day during the month.  The Company is not
required to make any principal payments during the term of the
Convertible Notes.

The Convertible Notes are convertible at any time into shares of the
Company's common stock at the Note Holders' option, at a conversion price
of 50% of the average of the three lowest intra-day trading prices for
the common stock as quoted on the Over-the-Counter Bulletin Board for the
20 trading days preceding the conversion date.

Upon the occurrence of an event of default, as defined in the Convertible
Notes, the Note Holders may demand repayment at an amount equal to the
greater of (i) the then outstanding principal amount of the Convertible
Notes, together with unpaid interest and any outstanding registration
penalties (collectively, the "Default Sum") times 140% or (ii) the
"parity value" of the Default Sum, where parity value means (a) the
highest number of shares of common stock issuable upon conversion of
such Default Sum, treating the Trading Day immediately preceding the
prepayment date as the "conversion date" for purposes of determining
the lowest applicable conversion price, multiplied by (b) the highest
closing price for the common stock during the period beginning on the
date of first occurrence of the Event of Default and ending one day
prior to the prepayment date.

The Company has the right to prepay the Convertible Notes so long as (i)
no Event of Default has occurred and is continuing, (ii) the Company
has a sufficient number of authorized shares of common stock reserved
for issuance upon full conversion of the Notes, and (iii) the common
stock is trading at or below $0.50 per share.  The Company is required
to give the Note Holders not less than three trading days prior written
notice.  The Company may prepay the Convertible Notes at an amount
equal to the Default Sum multiplied by either (i) 120% if prepayment
occurs within 30 days of issuance of the Convertible Notes, (ii) 130%
if prepayment occurs between 31 and 60 days of issuance, or (iii) 140%
if prepayment occurs more than 60 days after issuance.  When the
requirements to exercise its right to prepay the Convertible Notes are
met, the Company's right to prepay the Convertible Notes at a premium may
effectively limit its liability related to any associated embedded



<PAGE>10

derivative instruments that have been bifurcated and accounted for
separately and such limitation is recognized in valuing those
instruments.

If the average daily price of the common stock for each day of a month
is below $0.32 (the volume weighted average price of the common stock
for the five trading days immediately preceding issuance of the
Convertible Notes), the Company may, at its option, prepay a portion of
the outstanding principal amount of the Convertible Notes equal to 104%
of the principal amount divided by 36, plus one month's interest.

The 15,000,000 warrants issued on December 27, 2006 are exercisable for a
period of seven years from the date of issuance at an exercise price of
$0.30 per share.  In addition, the Company issued to its placement agent,
157,143 common stock warrants exercisable for a period of seven years
from the date of issuance at an exercise price of $0.30 per share

The conversion price of the Convertible Notes and the exercise price of
the warrants will be adjusted in certain circumstances such as if the
Company pays a stock dividend, subdivides or combines outstanding shares
of common stock into a greater or lesser number of shares, or takes such
other actions as would otherwise result in dilution of the Note Holders'
position.

Because the number of shares that may be required to be issued on
conversion of the Convertible Notes is indeterminate, the embedded
conversion option of the Convertible Notes and the Warrants are
accounted for as derivative instrument liabilities in accordance with
EITF Issue 00-19, "Accounting for Derivative Financial Instruments
Indexed To, and Potentially Settled In, a Company's Own Common Stock"
(EITF 00-19).  Accordingly, the initial fair values of the embedded
conversion option and the Warrants were recorded as derivative instrument
liabilities.  The Company is required to re-measure the fair value of
these derivative instrument liabilities at each reporting period.  The
discount from the face amount of the Convertible Notes represented by the
value initially assigned to the Warrants and bifurcated derivative
instruments is being amortized over the period to the due date of the
Convertible Notes, using the effective interest method.   Because the
initial fair value of the Warrants and bifurcated derivative instruments
exceeded the proceeds received, the Company recognized an initial charge
to income for the difference.



<PAGE>11

A summary of the 8% Callable Secured Convertible Notes at March 31, 2007,
is as follows:
<TABLE>
                                                                       Carrying Value -
                                            Principal   Unamortized      March 31,
Issue Date     Due Date    Face Amount     Outstanding   Discount          2007
----------     --------    -----------     -----------  -----------   -------------
   
           <c>           <c>             <c>          <c>             <c>
12-27-2006    12-27-2009   $  600,000       $600,000      $599,081        $1,919
                                                                           ======
</TABLE>
(8)    Warrants Issued For Consulting Services

On October 25, 2006, the Company entered into a consulting agreement with
Goldbridge Consulting, under which Goldbridge will provide the Company
with consulting, advisory and support services related to acquisition
and strategic planning, Sarbanes Oxley and SEC compliance, capital
expenditures, capital acquisition, public disclosure, business
development, marketing, product development, development strategies,
market positioning and general corporate and organizational matters.

The agreement is on a month-to-month basis and may be terminated by
either party on 30 days notice.  As compensation for its services under
the agreement, the Company issued to Goldbridge 500,000 shares of
common stock and three common stock warrants, each for the purchase of
1,000,000 shares of common stock, at an exercise price of $0.10, $0.15
and $0.20, respectively.  The warrants expire on May 31, 2007.  On
November 13, 2006, the Company received cash proceeds of $100,000 on
exercise of the warrant for 1,000,000 shares at an exercise price of
$0.10 per share.  The remaining warrants originally expired on February
25, 2007 but the Company has agreed to extend the expiration date to
May 31, 2007.

The common shares and warrants were valued at the time they were issued
at $1,482,727 and the Company recognized that amount as compensation
expense in the quarter ended December 31, 2006.  As a result of the
issuance of the Convertible Notes on December 27, 2006, the 2,000,000
warrants outstanding at that date were re-classified, at their fair
value on that date, from shareholders' equity to a derivative
instrument liability.

(9)  Derivative financial instrument liabilities

The Company is required to re-measure the fair value of its derivative
instrument liabilities at each reporting period.  For option-based
derivative instruments, the Company estimates fair value using the Cox-
Ross-Rubinstein binomial option valuation model, based on the market

<PAGE>12

price of the common stock on the valuation date, an expected dividend
yield of 0%, risk-free interest rates at March 31, 2007 ranging from
4.54% to 5.25%, based on constant maturity rates published by the U.S.
Federal Reserve applicable to the remaining term of the instruments, and
an expected life equal to the remaining term of the instruments.  The
expected volatility of our common stock over the remaining life of the
derivative instrument liabilities is based on a review of historical
volatility of our common stock and has been estimated at 25%.

At March 31, 2007, the following derivative liabilities related to
common stock Warrants and embedded derivative instruments were
outstanding:
<TABLE>
                                          Exercise
                                           Price           Value -        Value -
Issue Date    Expiry Date   Warrants      Per Share       Issue Date  March 31, 2007
-----------------------------------------------------------------------------------

             <c>           <c>          <c>              <c>           <c>
12-27-2006    12-27-2013  15,000,000      $0.30         $1,985,385       $4,317,838
12-27-2006    12-27-2013     157,143      $0.30             20,799           45,235
10-25-2006    02-25-2007   1,000,000      $0.15            402,576          291,310
10-25-2006    02-25-2007   1,000,000      $0.20            353,434          241,748
                                                                         ----------
Fair value of freestanding derivative instrument
  liabilities for warrants                                               $4,896,131
                                                                         ----------
</TABLE>
<TABLE>
                                          Face Amount -
                                         Convertible        Value -        Value -
Issue Date    Expiry Date                  Notes         Issue Date  March 31, 2007
-----------------------------------------------------------------------------------

             <c>                         <c>              <c>           <c>
12-27-2006    12-27-2009                   $600,000      $720,000     $1,412,153
                                                                      ----------
Fair value of bifurcated embedded derivative
  instrument liabilities associated with the
  Convertible Notes                                                   $1,412,153
                                                                      ----------
Total derivative financial instruments                                $6,308,284
                                                                     ==========
</TABLE>



<PAGE>13

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of
our results of operations and financial condition. The discussion
should be read in conjunction with our financial statements and notes
thereto.

Trends and Uncertainties.

We are a development stage company.  Our auditors have raised
substantial doubt as to our ability to continue as a going concern.  We
incurred net losses of $(3,181,383) for the three months ended March
31, 2007, and have an accumulated deficit of $(8,492,411) at March 31,
2007.  As of March 31, 2007, we had total assets of $537,415 and total
liabilities of $6,582,144 creating a stockholders' deficiency of
$6,044,729.  Cross Atlantic currently has $496,594 in cash as of March
31, 2007.

Our ability to continue as a going concern is contingent upon our
ability to secure additional financing, increase ownership equity and
attain profitable operations. In addition, our ability to continue as a
going concern must be considered in light of the problems, expenses and
complications frequently encountered in established markets and the
competitive environment in which we operate.

We are pursuing financing for our operations and seeking additional
investments and we will need a minimum of $200,000 over the next twelve
months to continue operations.  In addition, we are seeking to expand
our revenue base by adding new customers and increasing our
advertising.  Failure to secure such financing or to raise additional
equity capital and to expand its revenue base may result in Cross
Atlantic depleting our available funds and not being able pay our
obligations.

There are several known trends that are reasonably likely to have a
material effect on our net sales or revenues alongside our income from
continuing operations and profitability.

We are currently presenting our ice cream products to major retailers.
The ice cream category is dependent on limited real estate in the
stores, and in order to fit our products into the freezers the
retailers will most likely have to discontinue another product from one
of our competitors. If we are not able to show retailers that our
products will outsell the products sold by our competitors, we may not
be able to obtain space in the stores which will have a negative effect
on our revenues and profit.

The major retailers in the ice cream category may require us to carry
inventory in order for us to meet lead times of two to three weeks.
The general shipping time from Germany is expected to be between 30 and
45 days from the products leave the factory in Germany until it arrives
at the retailer /customer in the United States. This means that we may
have to buy and import ice cream without a purchase order or a sale to

<PAGE>14

our customers. If we are not able to sell this ice cream before the 1
year self life expires we may loose the entire value of the shipment.
This may affect our revenues and profitability negatively.

We plan to bring in the ice cream in a freezer container.  Our ability
to ensure and secure the value of the shipment will be very important
to our profitability. Ice cream is a product that needs to be kept at
the right temperature in order to maintain its value.  If the
temperature in the container goes up during transportation the products
could melt and loose some or all of its value.  If we are not able to
insure the products this could have a negative effect on our revenues
and profitability.

The purchase orders we may receive could be larger than what we are
able to finance.  If we are not able to finance these orders we may
have to cancel out the order or try to cut the orders down in size.  If
we are not able to cut the orders in size we may loose the customer and
this could have a negative effect on our revenues and profit.

Our profits could be negatively affected if any of the following occur:

     -    If we are not able to find a buyer or retailer that will
retail our products.
     -    If Durigon are no longer capable or willing to supply us,
weather financially able or psychically able.
     -    If the price of transportation goes up
     -    If there is an embargo on Germany
     -    If the fluctuation between the Dollar and the Euro is more
than 5%
     -    If Durigon sells all of their ice cream to the European
market.
     -    If production to other countries exceed the production
capacity of the factory.
     -    If there is a war or force majure situation

Our BlackWhiteCoffee is currently being produced at Peter Larsens
coffee roaster in Denmark.  We do not own this coffee facility and we
may not be able to produce our coffee at this facility in the future.
If we are not able to produce our retail coffee at Peters Larsens
coffee roaster our revenues and profit could be effected negatively.

Our product is new to the market (December 2006) and we do not have any
customers (December 2006). Our ability to obtain and successfully sell
our product to new customers will be important for our ability to
become profitable.  If we are not able to sell our products to
retailers or distributors we may not be able to sell our retail coffee
at all and this could have a negative effect on our profit and
revenues.



<PAGE>15

Coffee at the moment (December 2006) and in other different periods of
time is relatively more expensive at origin due to a difficult supply
and demand situation.  It is likely that we will be forced to pay a
higher price for coffee in order to obtain the volumes described in our
contract.  It is likely that we will be able to collect a higher price
from our customers in such periods, however if we are not able to
collect a higher price we may be forced to turn down coffee deliveries
which will negatively effect our revenues or accept to make a smaller
profit which may effect our profitability.

Coffee is highly dependant on the right weather conditions.  It is
likely that we experience lower volumes throughout our 10-year contract
due to unfavorable weather conditions.

The price of oil may lead to a higher freight cost for both inland
trucking and shipping by vessel.  It is likely that our cost of freight
may go down or go up according to the world price of oil.  We will try
to forward a higher transportation cost to our buyers, however if we
are not successful in doing so a higher or lower cost of transporting
goods to the final destination will affect our profitability.

We expect our profits will be generated by selling our green coffee at
cost, insurance and freight plus 10 cents per pound.

Our profits could be negatively affected if any of the following occur:

     -    If we are not able to find a private buyer or we need to sell
our
          coffees on the Coffee, Sugar, Cocoa Exchange, we will make
less profit or we might not be able to bring in a profit at all.
     -    If Victoria Coffees are no longer capable or willing to
supply us,
          weather financially able or psychically able.
     -    If the price of transportation goes up
     -    If there is an embargo on Uganda or Kenya
     -    If there is civil insurrection
     -    If one of our competitors are able to buy up all the coffee
from farmers
     -    If production in other countries exceed the world market
demand prices
          may go down without our ability to get cheaper products.
     -    If there is a war or force majure situation

Plan of Operation.

Cross Atlantic has experienced a loss from operations during its
development stage as a result of its investment necessary to achieve
its operating plan, which is long-range in nature. For the period from
inception to March 31, 2007, Cross Atlantic incurred a net loss of
$(8,492,411).  In addition, Cross Atlantic has no significant assets or
revenue generating operations.




<PAGE>16

We only have sufficient cash on hand to meet funding requirements for
the next three to six months. We do not have sufficient cash on hand to
meet funding requirements for the next twelve months. Although we
eventually intend to primarily fund general operations with revenues
received from the sale of green coffee, retail coffee and ice cream,
our revenues are not increasing at a rate sufficient to cover our
monthly expenses in the near future. If we are not successful in
becoming cash flowing, we will have to seek alternative funding through
additional advances, debt or equity financing in the next twelve months
that could result in increased dilution to the shareholders. No
specific terms of possible equity or debt financing have been
determined or pursued.

Cross Atlantic expects to generate revenues by purchasing green coffee
from our supplier Victoria Coffees in volumes described in the supply
agreement signed August 9 of 2005. Cross Atlantic has agreed to
purchase green coffee and Victoria Coffees has agreed to sell to Cross
Atlantic green coffee at a discounted differential to the price of
coffee daily listed on the Coffee, Sugar, and Cocoa Exchange in New
York.

Once Victoria Coffees has procured a container of coffee and made it
ready for export, Cross Atlantic and VC will agree on a set date or
time to hedge/fix the price by Cross Atlantic acquiring a futures
contract.

The price of coffee on the Coffee, Sugar, and Cocoa Exchange at the
time of the hedge becomes the purchase/selling price between Cross
Atlantic and VC.

The price is by agreement discounted at a fixed differential that can
vary from product to product. For washed Uganda arabica green coffee
the differential is by contract set to be 14 United States cents per
LBS.

Once the coffee has been purchased and the price hedge is in place,
Cross Atlantic can make use of the futures contract and make delivery
to the Coffee, Sugar, and Cocoa Exchange. Cross Atlantic will upon a
successful hedge policy have a gross profit of 14 cent per lbs. We
estimate the cost of delivery from Uganda to an Exchange warehouse to
be 10 cent with a net profit of 4 cent per lbs.

It is the specific strategy of Cross Atlantic to sell all of our
purchased coffee to a private industry buyer. We expect to be able to
sell our coffee at a differential to the New York coffee contract price
of minus 3 cent to plus 3 cent at the port of Mombassa, Kenya. This
will give us a gross profit of 11 to 17 cent per lbs, but with a
delivery cost of only 3 cent, giving us a net profit of 8 to 14 cent
per pound of coffee.

We will initially only make deliveries to private buyers.

Cross Atlantic expects to generate revenues by purchasing ice cream
from Durigon Gelato GmbH in Germany and selling it to major US
retailers on an exclusive basis. Cross Atlantic has obtained the

<PAGE>17

exclusive distribution agreement for all products and it is our goal to
solicit purchase orders from major retailers in the first half of 2007
and begin deliveries by July of 2007.

We expect to import and sell the ice cream products with a minimum
gross profit of 45% and a minimum net profit of 20%. The large
difference between gross profit and net profit is mainly due to a 20%
import duty into the United States.  The duty is due to the nature of
the product being a dairy product.

As an example we expect to retail a 6 pack cuppa ice cream for 5,10
dollars. Our sales price to the retailer is 4,08 dollars and our cost
to the retailer is expected to be 3,25 dollars.

Cross Atlantic expects to generate revenues by producing
BlackWhiteCoffee in Denmark. We expect our production price to be 1,35
dollar per 12oz bag, with a wholesale price to the retailers of 2,00 to
2,10. We expect that the retailers will offer the coffee to consumers
for 2,99 making BlackWhiteCoffee one of the cheapest gourmet coffees
sold. Our price compares to a regular quality but our quality compares
to a high end gourmet coffee.

We expect to present our retail coffee through a broker network, giving
us the advantage of the relationship between the broker and retailer.
We expect to obtain orders in the first half of 2007 and begin
deliveries by July 2007.

Management is of the opinion that the following milestones will need to
be met in order to successfully complete our business plan.

Milestone Action                       Steps                  Timeline
----------------                       -----                  --------
1 Enter into agreement         Negotiate final terms         30-60 days
  with new customers.

2 Enter into definitive        Negotiate final terms         30-60 days
   agreement 30-60 days

3 Deliver products             Obtain necessary funds       6-12 months

No one milestone needs to be complete to pursue any other milestone.

In order to successfully implement our business plan, we need to obtain
sufficient financing to cover a hedge account so Martell, LLC will
provide a letter of credit in an amount large enough to
     -    cover the price of the coffee supplied by Victoria Coffees
     -    enable us to maintain our written agreement with Triland USA,
Inc. to act as our coffee broker on the NYBOT exchange.

If we do not successfully raise sufficient funds to maintain a hedge
fund and obtain the letter of credit in a sufficient amount, we will
have to explore other financing sources, yet to be determined. If we do



<PAGE>18

not obtain sufficient financing prior to end of October 2007, we will
be in default under the commodities contract with Victoria Coffees and
the contract may be terminated unless renegotiated, if at all possible.

Recent Financing

     On December 27, 2006, we entered into a Securities Purchase
Agreement with AJW Capital Partners, LLC, AJW Offshore, Ltd., AJW
Qualified Partners, LLC and New Millennium Capital Partners II, LLC.
Under the terms of the Securities Purchase Agreement, the Investors
purchased an aggregate of (i) $1,000,000 in Callable Secured
Convertible Notes  and (ii) warrants to purchase 15,000,000 shares of
our common stock.

     Pursuant to the Securities Purchase Agreement, the Investors will
purchase the Notes and Warrants in two tranches as set forth below:

     At closing on December 27, 2006, the Investors purchased Notes
aggregating $600,000 and Warrants to purchase 15,000,000 shares of CXAC
common stock;

Upon effectiveness of the Registration Statement, the Investors will
purchase Notes aggregating $400,000.

     The Notes carry an interest rate of 8% per annum and a maturity
date of December 27, 2009. The notes are convertible into CXAC common
shares at the applicable percentage of the average of the lowest three
(3) trading prices for CXAC shares of common stock during the twenty
(20) trading day period prior to conversion. The "Applicable
Percentage" means 50%; provided, however, that the Applicable
Percentage shall be increased to (i) 55% in the event that a
Registration Statement is filed within thirty (30) days of the closing,
and (ii) 60% in the event that the Registration Statement becomes
effective within 120 days from the Closing.

     At our option, we may prepay a portion of the Notes in the event
that no event of default exists, there are a sufficient number of
shares available for conversion of the Notes and the market price is at
or below $.25 per share. In addition, in the event that the average
daily price of the common stock, as reported by the reporting service,
for each day of the month ending on any determination date is below
$.32, we may prepay a portion of the outstanding principal amount of
the Notes equal to 104% of the principal amount hereof divided by
thirty-six (36) plus one month's interest. Exercise of this option will
stay all conversions for the following month. The full principal amount
of the Notes is due upon default under the terms of Notes. In addition,
we have granted the Investors a security interest in substantially all
of our assets and intellectual property as well as registration rights.

     We simultaneously issued to the Investors seven year warrants to
purchase 15,000,000 shares of our common stock at an exercise price of
$.30.




<PAGE>19

     The Investors have contractually agreed to restrict their ability
to convert the Notes and exercise the Warrants and receive shares of
our common stock such that the number of shares of our common stock
held by them and their affiliates after such conversion or exercise
does not exceed 4.99% of the then issued and outstanding shares of
CXAC's common stock.

    There is no limit to the number of shares that we may be required
to issue upon conversion of the Notes as it is dependent upon our share
price, which varies from day to day. This could cause significant
downward pressure on the price of our common stock.


Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements, financings, or other
relationships with unconsolidated entities or other persons, also known
as "special purpose entities" (SPEs).


Item 3. Controls and Procedures

During the three months ended March 31, 2007 there were no changes in
our internal controls over financial reporting (as defined in Rule 13a-
15(f) and 15d-15(f)under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting .

Evaluation of Disclosure Controls and Procedures

Michael Enemaerke, the Chief Executive Officer and Kim Beck-Nielsen,
the Chief Financial Officer of the Corporation have made an evaluation
of the disclosure controls and procedures relating to the report on
Form 10QSB for the three months ended March 31, 2007 as filed with the
Securities and Exchange Commission and have concluded such controls and
procedures to be effective as of March 31, 2007 to ensure that
information required to be disclosed by the issuer in the reports that
it files or submits under the Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission's
rules and forms and to ensure that information required to be disclosed
by an issuer in the reports that it files or submits under the Act is
accumulated and communicated to the issuer's management, including its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.



<PAGE>20

PART II - OTHER INFORMATION

Item 1. Legal Proceedings. not applicable.

Item 2. Changes in Securities and Use of Proceeds.
        not applicable

Item 3. Defaults Upon Senior Securities.
        not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.
         not applicable.

Item 5. Other Information. not applicable.

Item 6. Exhibits

          31.   Certifications Pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as amended

          32.  Certifications Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.

Dated:  August 20, 2007

Cross Atlantic Commodities, Inc.

By  /s/Michael Enemaerke
    ------------------------
    Michael Enemaerke
    President and Director