UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 000-53219
CHOCOLATE CANDY CREATIONS, INC.
(Exact name of registrant as specified in its charter)
20-5911117
Delaware (I.R.S. Employer
_______________________ Identification No.)
(State of Incorporation)
130 Shore Road, Suite 238
Port Washington, NY 11050
________________________________________
(Address of principal executive offices)
516-238-5535
___________________________
(Issuer's telephone number)
Check whether the issuer (1) 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 registrant was required to file such reports), and
(2)has been subject to such filing requirements for the past 90 days.
[ X ] yes [ ] no
Indicate by check mark whether registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer" and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check
one) [ ] large accelerated filer [ ] Accelerated filer [ ] Non-accelerated
filer [ X ] Smaller reporting company
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
[ ] yes [ ] no
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
[ X ] yes [ ] no
The number of shares outstanding of the issuer's class of Common Stock as
of November 10, 2009 was 163,000.
1
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CHOCOLATE CANDY CREATIONS, INC.
FORM 10-Q
FOR THE QUARTER ENDED September 30, 2009
TABLE OF CONTENTS
Page
Numbers
PART I -FINANCIAL INFORMATION
Item 1 Condensed Financial Statements
Balance Sheets
as of September 30, 2009 (Unaudited)
and December 31, 2008 3
Statements of Operations for the three and nine
months ended September 30, 2009 and 2008 (Unaudited) 4
Statements of Cash Flows for the nine
months ended September 30, 2009 and 2008 (Unaudited) 5
Notes to Condensed Financial Statements (Unaudited) 6
Item 2 - Management's Discussion and Analysis or Plan of Operation 9
Item 3 - Quantative and Qualitative Disclosures About Market Risk 12
Item 4T - Controls and Procedures 12
PART II OTHER INFORMATION
Item 1 - Legal Proceedings 12
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3 - Defaults upon Senior Securities 12
Item 4 - Submission of Matters to a Vote of Security Holders 12
Item 5 - Other Information 12
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 14
2
CHOCOLATE CANDY CREATIONS, INC.
Balance Sheets
As of
September 30, 2009 As of
(Unaudited) December 31, 2008
------------------ -----------------
ASSETS
CURRENT ASSETS
CASH $ 27,144 $ 47,440
INVENTORY 1,346 1,616
PREPAID EXPENSES -0- 463
---------------- ---------------
TOTAL CURRENT ASSETS 28,490 49,519
---------------- ---------------
PROPERTY ASSETS:
EQUIPMENT 44,536 44,536
LESS: ACCUMULATED DEPRECIATION (22,270) (15,589)
--------------- ---------------
EQUIPMENT NET OF
ACCUMULATED DEPRECIATION 22,266 28,947
--------------- ---------------
TOTAL ASSETS $ 50,756 $ 78,466
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCRUED LIABILITIES $ 10,593 $ 7,969
--------------- --------------
TOTAL LIABILITIES 10,593 7,969
STOCKHOLDERS' EQUITY
PREFERRED STOCK $0.0001 PAR VALUE,
AUTHORIZED 1,000,000 SHARES, ISSUED-NONE -0- -0-
COMMON STOCK $0.0001 PAR VALUE,
AUTHORIZED 4,000,000 SHARES,
ISSUED & OUTSTANDING 163,000 SHARES
AS OF September 30, 2009 AND 16 16
AS OF December 31, 2008
ADDITIONAL PAID IN CAPITAL 132,984 132,984
ACCUMULATED DEFICIT (92,837) (62,503)
---------------- ------------
TOTAL STOCKHOLDERS' EQUITY 40,163 70,497
---------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' $ 50,756 $ 78,466
EQUITY ================ =============
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE CONDENSED FINANCIAL STATEMENTS
3
CHOCOLATE CANDY CREATIONS, INC.
Statements of Operations
(Unaudited)
<table>
<caption>
For the Three Months Ended For the Nine Months Ended
----------------------------- -------------------------
September 30, 2009 September 30, 2008 September 30, 2009 September 30, 2008
------------------ ------------------ ----------------- ---------------
<s> <c> <c> <c> <c>
SALES $ 182 $ 690 $ 3,221 $ 6,640
--------- ----------- ------------ ------------
RAW MATERIALS COST 58 146 819 1,804
GENERAL AND ADMINISTRATIVE EXPENSES 4,215 5,811 26,108 36,020
DEPRECIATION 2,227 2,227 6,681 6,681
---------- ------------ ------------- ------------
TOTAL OPERATING EXPENSES 6,500 8,184 $ 33,608 $ 44,505
---------- ------------ ------------- ------------
OPERATING (LOSS) (6,318) (7,494) (30,387) (37,865)
OTHER INCOME 5 173 53 841
---------- ------------ ------------- -------------
NET (LOSS) $ (6,313) $ (7,321) $(30,334) $ (37,024)
---------- ------------ ------------- ------------
---------- ------------ ------------- ------------
(LOSS) PER COMMON SHARE
BASIC AND DILUTED $ (0.04) $ (0.04) $ (0.19) $ (0.23)
---------- ------------ ------------- -------------
---------- ------------ ------------- -------------
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING BASIC AND DILUTED 163,000 163,000 163,000 163,000
----------- ------------ ------------- ------------
----------- ------------ ------------- ------------
</table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE CONDENSED FINANCIAL STATEMENTS
4
CHOCOLATE CANDY CREATIONS, INC.
Statements of Cash Flow
(Unaudited)
For The Nine Months Ended
--------------------------
September 30, 2009 September 30, 2008
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
NET (LOSS) $ (30,334) $(37,024)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 6,681 6,681
Changes in asset and liability balances:
Inventory 270 921
Prepaid Expenses 463 1,500
Accrued Liabilities 2,624 245
-------------- -----------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES $ (20,296) $ (27,677)
-------------- -----------
NET (DECREASE) INCREASE IN CASH $ (20,296) $ (27,677)
CASH - beginning of period 47,440 76,785
-------------- ------------
CASH - end of period $ 27,144 $ 49,108
-------------- -------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE CONDENSED FINANCIAL STATEMENTS
5
CHOCOLATE CANDY CREATIONS, INC.
Notes to Condensed Financial Statements
September 30, 2009
(Unaudited)
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." In 2007, the Company
began selling its products. The Company's customers are currently located in New
York.
Basis of Presentation
The accompanying unaudited interim financial statements as of September 30,
2009, and for the three and nine months ended September 30, 2009 and 2008 have
been prepared in accordance with accounting principles generally accepted for
interim financial statements presentation and in accordance with the
instructions to Regulation S-X. Accordingly, they do not include all the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statement presentation.
In the opinion of management, the financial statements contain all adjustments
(consisting only of normal recurring accruals) necessary to present fairly the
financial position as of September 30, 2009 and the results of operations for
the three and nine months ended September 30, 2009 and 2008 and cash flows for
the nine months ended September 30, 2009 and 2008. The results of operations for
the three and nine months ended September 30, 2009 and 2008 are not necessarily
indicative of the results to be expected for the full year. The December 31,
2008 information has been derived from the audited financial statements for the
year ended December 31, 2008 included in the Company's Form 10-K for the year
ended December 31, 2008. This information should be read in conjunction with the
financial statements and notes thereto for the year ended December 31, 2008
included in the Company's Form 10-K. There have been no changes in significant
accounting policies since December 31, 2008.
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 property assets.
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 September 30, 2009 and 2008, no allowance was deemed necessary.
Inventory
Inventory 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.
6
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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 uses 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.
At September 30, 2009 and December 31, 2008, the Company had net operating loss
carryforwards of $92,837 and $62,503 respectively, available to reduce future
taxable income expiring through 2028. Management has determined that it is more
likely than not that the net operating loss carrryforwards will not be realized
in the future and, accordingly, the deferred tax asset of $24,716 and $14,376
has been fully reserved as of September 30, 2009 and December 31, 2008,
respectively.
The Company recognizes the financial statement benefit of an uncertain tax
position only after considering the probability that a tax authority would
sustain the position in an examination. For tax positions meeting a
"more-likely-than-not" threshold, the amount recognized in the financial
statements is the benefit expected to be realized upon settlement with the tax
authority. For tax positions not meeting the threshold, no financial statement
benefit is recognized. As of September 30, 2009, the Company has had no
uncertain tax positions. The Company recognizes interest and penalties, if any,
related to uncertain tax positions as general and administrative expenses. The
Company currently has no federal or state tax examinations nor has it had any
federal or state examinations since its inception. All of the Company's tax
years are subject to federal and state tax examination.
Income (Loss) Per Common Share
Basic income (loss) per share is calculated using the weighted-average
number of common shares outstanding during each reporting period. Diluted loss
per share includes potentially dilutive securities such as outstanding options
and warrants, using various methods such as the treasury stock or modified
treasury stock method in the determination of dilutive shares outstanding during
each reporting period. Common equivalent shares are excluded from the
computation of net loss per share since their effect is anti-dilutive. There
were 969,000 potential shares at September 30, 2009 which were excluded from the
shares used to calculate diluted earnings per share, as their inclusion would
reduce net loss per share.
Fair Value of Financial Instruments
On January 1, 2009, the Company adopted 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.
The amounts at which current assets and current liabilities are presented
approximate their fair value due to their short-term nature.
7
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NOTE B - PROPERTY, PLANT AND EQUIPMENT
On December 20, 2006 the Company purchased its chocolate printing machine
system for a total of $44,536, of which $39,536 was paid in cash and the
remaining $5,000 was paid by the issuance of 5,000 shares of the Company's
common stock. 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. Depreciation charged to
operations was $2,227 and $6,681, respectively, in each of the three and nine
months ended September 30, 2009 and September 30, 2008.
NOTE C - 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 warrant 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.
On December 28, 2007, the Company completed a private placement of 62,000
shares of common stock at $1.00 per share.
On August 24, 2009, the Company and the holders of the Company's
outstanding warrants agreed to amend the warrants as described below. This
amendment applies to all of the outstanding warrants of the Company dated as of
November 6, 2006. The amendment modified the "Exercise Period" (as defined in
the warrants) to provide that they may not be exercised until the fifth
anniversary of November 6, 2006 (the date of their issuance) unless prior
thereto a "Change in Control" (as defined in the warrants) has occurred. In
total, the amendment applies to an aggregate of 969,000 warrants.
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 of preferred stock have been issued.
NOTE D - 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 E - COMMITMENTS
Long-term Employment Agreement & Executive Compensation
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, which shall be extended from year to year after the initial term.
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 $62 and $272 under her Employment Agreement during
the three months ended September 30, 2009 and 2008, respectively, and earned
$1,194 and $2,410 under her Employment Agreement during the nine months ended
September 30, 2009 and 2008, respectively. At September 30, 2009, the entire
$1,194 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.
8
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NOTE F - CONCENTRATION OF RISKS
The Company's cash balances are maintained in a high quality bank checking
account.
The following table highlights the Company's revenues from top customers:
<table>
<caption>
<s> <c> <c> <c> <c>
3 months ended 9 months ended 3 months ended 9 months ended
September 30, 2009 September 30, 2009 September 30, 2008 September 30, 2008
---------------- ---------------- -------------- --------------
Customer A 100% 6% --% --%
Customer B --% 16% --% --%
Customer C --% 10% --% --%
Customer D --% 10% --% --%
Customer E --% 9% --% --%
Customer F --% 9% --% --%
Customer G --% 9% --% 1%
Customer H --% 8% --% 3%
Customer I --% 7% --% --%
Customer J --% --% 52% 5%
Customer K --% --% 20% 2%
Customer L --% --% 17% 2%
Customer M --% --% 10% 1%
Customer N --% --% --% 18%
Customer O --% --% --% 15%
Customer P --% --% --% 12%
Note G - Recent Accounting Pronouncements
As of September 25, 2009, we implemented the Financial Accounting Standards
Board ("FASB") Accounting Standards Codification (the "Codification or "ASC").
All of the content included in the Codification is considered authoritative. The
Codification is not intended to amend Generally Accepted Accounting Principles
in the United States ("GAAP"), but codifies previous accounting literature. We
implemented the Codification as of September 25, 2009 and changed the
referencing of authoritative accounting literature to conform to the
Codification.
Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
Note H - Subsequent Events
Subsequent Events have been evaluated through November 10, 2009, the date
the financial statements were issued.
Item 2. Management's Discussion and Analysis
The financial information included herein should be read in conjunction
with the Financial Statements, including the Notes thereto.
OPERATIONS
Chocolate Candy Creations, Inc. ("CCC" or the "Company" or "we") was formed
on November 1, 2006 as a Delaware corporation to manufacture and sell
specialized chocolate, other candy, cookie and cake products. 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") 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 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.
9
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Results of Operations
The following table sets forth our statements of operations for the three
and nine months ended September 30, 2009 and September 30, 2008, respectively.
<table>
<caption>
Three months Three months Nine months Nine months
ended ended ended ended
September 30, 2009 September 30, 2008 September 30, 2009 September 30, 2008
__________________ _________________ __________________ __________________
<s> <c> <c> <c> <c>
Sales $ 182 $ 690 $ 3,221 $ 6,640
Raw materials cost 58 146 819 1,804
Other income 5 173 53 841
General and administrative expenses 4,215 5,811 26,108 36,020
Depreciation 2,227 2,227 6,681 6,681
Income (loss) before income
tax expense (benefit) (6,313) (7,321) (30,334) (37,024)
Income tax expense (benefit) -0- -0- -0- -0-
Net Income (loss) $ (6,313) $(7,321) $(30,334) $(37,024)
</table>
Three months ended September 30, 2009 and September 30, 2008.
Sales. Sales for the 2009 period were $182 as compared to $690 in the
2008 period due to fewer orders from customers in the 2009 period.
Raw Materials Cost. Raw materials cost in the 2009 period was $58
compared to $146 in the 2008 period due to lower sales in the 2009 period.
Selling, General and Administrative Expenses. Our selling, general and
administrative expenses were $4,215 in the 2009 period, compared to $5,811 in
the 2008 period due to lower accounting and compensation expenses.
Net loss. As a result of foregoing, our net loss decreased to ($6,313) or
($0.04) per share (basic and diluted), for the three months ended September 30,
2009, as compared with a net loss of $(7,321) or $(0.04) per share (basic and
diluted), for the three months ended September 30, 2008.
Nine months ended September 30, 2009 and September 30, 2008.
Sales. Sales for the 2009 period were $3,221 as compared to $6,640 in the
2008 period. The decrease in revenue was due to fewer orders from customers in
the 2009 period.
Raw Materials Cost. Raw materials cost in the 2009 period was $819
compared to $1,804 in the 2008 period due to decreased sales in the 2009
period.
General and Administrative Expenses. Our general and administrative
expenses in the 2009 period were $26,108 compared to $36,020 in the 2008 period
due to lower legal, accounting and compensation expenses.
Net Loss. As a result of the foregoing our net loss was ($30,334) or
($0.19) per share (basic and diluted) for the nine months ended September 30,
2009, as compared with a net loss of ($37,024) or ($0.23) per share (basic and
diluted) for the nine months ended September 30, 2008.
Inflation has not had a material impact on our sales or net loss during the
nine months ended September 30, 2009 or September 30, 2008.
The Company does not believe that the current recession has or will have a
material adverse effect on its business, although no assurances can be given
with respect to the future impact of the recession.
10
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LIQUIDITY AND CAPITAL RESOURCES
Since our inception, we have funded our operations from the sale of common
stock to our founders and in connection with the private placement which closed
in December 2007 ("Private Placement") and from cash from operations. As of
September 30, 2009, we had net working capital of $17,897 as compared to net
working capital of $41,550 as of December 31, 2008 and $47,715 as of September
30, 2008. This decrease was due to our loss from operations.
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 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.
We may seek to borrow funds from banks or other lending institutions
although we currently have no commitments for any such borrowings and no
assurance can be given that any such commitments will be obtained on terms
acceptable to us.
In addition we may seek to sell additional shares of our Common Stock in a
private placement or public offering or our Board of Directors may authorize the
sale of our Preferred Stock. No such stock offering is currently contemplated
and no assurance can be given that any such offering will be successfully
completed.
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 the our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
Forward Looking Statements
The following factors should be considered carefully in evaluating the
Company and its business:
This Report on Form 10-Q contains certain forward-looking statements that
are based on current expectations. In light of the important factors that can
materially affect results, including those set forth in this paragraph and
below, the inclusion of forward-looking information herein should not be
regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved. The Company may encounter
competitive, technological, financial and business challenges making it more
difficult than expected to continue to develop and market its services; the
market may not accept the Company's existing and future services; the Company
may be unable to retain existing key management personnel; and there may be
other material adverse changes in the Company's operations or business.
Assumptions relating to budgeting, marketing, and other management decisions are
subjective in many respects and thus susceptible to interpretations and periodic
revisions based on actual experience and business developments, the impact of
which may cause the Company to alter its marketing, or other budgets, which may
in turn affect the Company's financial position and results of operations. The
reader is therefore cautioned not to place undue reliance on forward-looking
statements contained herein, which speak solely as of the date of this Form
10-Q. The Company assumes no responsibility to update any forward-looking
statements as a result of new information, future events, or otherwise.
11
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Item 3. Quantative and Qualitative Disclosures About Market Risk
Not applicable
Item 4T. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our reports filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's (the "SEC") rules regulations and related
forms, and that such information is accumulated and communicated to our
Principal Executive Officer (who is also our Principal Financial Officer) as
appropriate, to allow timely decisions regarding required disclosure.
As of September 30, 2009, we carried out an evaluation, under the
supervision and with the participation of our management, including our
Principal Executive Officer (who is also our Principal Financial Officer) of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our Principal Executive Officer concluded
that our disclosure controls and procedures were effective as of the end of the
period covered by this report.
Changes in Internal Controls
There have been no changes in our internal controls over financial
reporting during our most recent fiscal quarter that have materially affected,
or are reasonably likely to affect, our internal controls over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None.
Item 6. Exhibits
(a) Exhibits:
31.1 Certification of Chief Executive and Chief Financial Officer pursuant to
Section 302 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
12
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EXHIBIT 31.1
CERTIFICATION
I, Alyssa Cohen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Chocolate Candy
Creations, Inc. ("CCC");
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of CCC as of and for, the periods presented in this quarterly report;
4. CCC'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 15(d)-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
CCC and have:
a. Designed such disclosure controls and procedures to ensure that material
information relating to CCC, or caused such disclosure controls and procedures
to be disclosed under our supervision, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly 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 CCC'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 quarterly report based on such evaluation; and
d. Disclosed in this report any change in CCC's internal control over
financial reporting that occurred during CCC's most recent fiscal
quarter (CCC's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, CCC's
internal control over financial reporting.
5. CCC's other certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting to CCC's
auditors and the audit committee of CCC'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 reasonably
likely to adversely affect CCC's ability to record, process, summarize and
report financial data; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in CCC's internal control
over financial reporting.
Date: November 10, 2009
/s/ Alyssa Cohen
Alyssa Cohen
Chief Executive Officer and Chief Financial Officer
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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 Quarterly Report of Chocolate Candy Creations, Inc.
(the "Company") on Form 10-Q for the period ending September 30, 2009 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
November 10, 2009
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.
CHOCOLATE CANDY CREATIONS, INC.
/s/ Alyssa Cohen
--------------------------------------
Alyssa Cohen
Chief Executive Officer and Chief Financial Officer
Dated: November 10, 2009
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