<SUBMISSION>
<ACCESSION-NUMBER>0001219097-03-000006
<TYPE>SB-2
<PUBLIC-DOCUMENT-COUNT>7
<FILING-DATE>20030520
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CAPE COASTAL TRADING CORP
<CIK>0001219097
<IRS-NUMBER>522372260
<STATE-OF-INCORPORATION>NY
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SB-2
<ACT>33
<FILE-NUMBER>333-105393
<FILM-NUMBER>03711392
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>301 WEST 53 6C
<CITY>NEW YORK
<STATE>NY
<ZIP>10019
<PHONE>646-215-3583
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>SB-2
<SEQUENCE>1
<FILENAME>sb-2.txt
<DESCRIPTION>SB-2
<TEXT>
<SEC-DOCUMENT>
<SEC-HEADER>
ACCESSION NUMBER:
CONFORMED SUBMISSION TYPE:	SB-2
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:

FILER:

	COMPANY DATA:
		COMPANY CONFORMED NAME:	CAPE COASTAL TRADING CORPORATION
		CENTRAL INDEX KEY:	0001219097
		STANDARD INDUSTRIAL CLASSIFICATION: Misc. Furnitures & Fixtures
		IRS NUMBER:		52-2372260
		STATE OF INCORPORATION:	NY
		FISCAL YEAR END:	12/31

	FILING VALUES:
		FORM TYPE:		SB-2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:
		FILM NUMBER:

	BUSINESS ADDRESS:
		STREET 1:		301 WEST 53, 6C
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
		BUSINESS PHONE:		646-215-3583
</SEC-HEADER>
<FILENAME>
FORM SB-2 OF CAPE COASTAL TRADING CORPORATION

                As filed with the Securities and Exchange Commission on
                       May 20, 2003 Registration No. ______________

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                     FORM SB-2
                              REGISTRATION STATEMENT
                                        Under
                            The Securities Act of 1933

                         CAPE COASTAL TRADING CORPORATION
                 (Name of registrant as specified in its charter)

     New York			      2590			  52-2372260
  ---------------------		----------------		---------------
  State or Jurisdiction		Primary Standard		IRS Employer
  of Incorporation or		Industrial			Identification
  Organization			Classification			Number
				Code Number

<PAGE>
                                301 West 53, 6C
                              New York, NY 10019
                                (646) 215-3583
  (Address, including zip code, and telephone number, including area code, of
             registrant's principal executive offices and principal
                               place of business)
  -----------------------------------------------------------------------
                             Kwajo Sarfoh, President
                                 301 West 53, 6C
                                New York, NY 10019
                                  (646) 215-3583
         (Name, address, including zip code, and telephone number, including
                           area code, of agent for service)
  -----------------------------------------------------------------------
                                   With copies to:
                              Jason L. Karavias, Esq.
                                124 East 61, Apt. 4B
                                 New York, NY 10021
                                   (212) 355-8913

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

                                  May 20, 2003

     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. (X)

      If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of earlier
effective registration statement for the same offering. (  )

      If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. (  )

      If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. (  )

	If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. (  ).

					1
<PAGE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
__________________________________________________________________________________
Title of      | Amount to be | Proposed Maximum  | Proposed	    | Amount of   |
each class    | registered   | offering price per| maximum offering | registration|
of securities |              | unit (1)		 | price (2)        | fee         |
to be         |  	     |			 |		    |		  |
registered    |		     |			 |		    |  		  |
__________________________________________________________________________________|
<S>	      |	<C>	     |	<C>		 |    <C>	    |	<C>	  |
Common        |	2,516,500    |  $.20		 |    $503,300	    |   $40.72	  |
Stock, $.001  |		     |			 |		    |		  |
par value to  |		     |			 |		    |		  |
be sold by    |		     |			 |		    |		  |
selling       |		     |			 |		    |		  |
shareholders  |		     |			 |		    |		  |
__________________________________________________________________________________
</TABLE>
<FN>

1) The offering price for each share is the price actually paid by the
shareholders in the past.

2) The portion of the shares which are being offered by the selling
shareholders has been calculated based upon Rule 457(c) and the amount is only
for purposes of determining the registration fee, the actual amount received
by a selling shareholder will be based upon fluctuating market prices.
</FN>
Cape Coastal Trading Corporation hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date until Cape
Coastal Trading Corporation shall file a further amendment which specifically
states that this registration statement shall thereafter become effective in
accordance with Section  8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.

                                   PROSPECTUS
                        CAPE COASTAL TRADING CORPORATION

                       2,516,500 SHARES OF COMMON STOCK


Cape Coastal Trading Corporation ("CCTC") is offering a maximum of 250,000
shares of common stock.  The offering price for these shares is to be $.20 per
share and the maximum amount to be raised is $50,000.00.  There will be no
underwriter or broker/dealer involved in the transaction and there will be no
commissions paid to any individuals from the proceeds of this sale.  There will
be no minimum amount of shares sold and CCTC will not create an escrow account
into which the proceeds from any shares will be placed. Instead, the proceeds
from all shares sold by CCTC will be placed into the corporate account and such
funds shall be non-refundable to subscribers except as may be required by
applicable law.  CCTC will pay all expenses incurred in this offering.

There are an additional 2,266,500 shares of its common stock being offered for
sale by selling shareholders.  These shares will be offered initially at the
price of $.20 per share, however, at such time as the shares are quoted on the
OTC Bulletin Board, the shares will be offered at the prevailing market prices.
No amounts paid to the selling shareholders for the shares they are selling
will go to CCTC.  All proceeds from said shares will, instead, be retained by
the selling shareholders.  Initially, selling shareholders may seek a
broker/dealer to sell their shares, however, if they are unable to do so, they
will attempt  to sell the shares themselves.

We are registering 250,000 shares of our common stock for sale on a "best
efforts" basis. There is no requirement that we sell a minimum number of
shares. If all 250,000 shares are not sold within 120 days from the date
hereof,(which may be extended an additional 30 days in the sole discretion

of CCTC), the Offering for the balance of the shares will terminate and
no further shares  will be sold. Our shares are presently not traded on any
market.
					2
<PAGE>

Concurrently with this offering, we are registering 2,266,500 additional
shares of common stock for sale by selling shareholders who may wish to sell
their shares in the open market or in privately negotiated transactions.

This is the initial registration of any of our securities.  Prior to this
registration, there has been no public market for the shares of common stock.
It is unlikely that an active public trading market can be established or
sustained in the foreseeable future.  There is a high degree of risk involved
with this investment, due to the fact that it is in its developmental stage
and there is no market for the securities being purchased. You are referred
to Risk Factors on page 10 for further information.
<TABLE>
<CAPTION>
                         PRICE         UNDERWRITING DISCOUNTS      PROCEEDS
                         TO PUBLIC     DISCOUNTS OR COMMISSIONS    TO COMPANY
                         ---------     ------------------------    ----------
<S>			   <C>			   <C>		     <C>
Per share as offered       $0.20                   None              $0.20
by CCTC

Total number of shares     $50,000 		   None              100%
offered by CCTC
(250,000)

Per share (offered by      $0.20(1)                None(2)           None
selling shareholders)

Total shares offered       $453,300                None              None
by selling shareholders
(2,266,500)
</TABLE>
<FN>

(1)  The quoted price is the initial asking price by the selling shareholders.
     In the event that a market is created to trade these shares, the shares
     will be offered at the prevailing market prices.
(2)  At present, the selling shareholders have no agreements with any
     broker/dealer to sell these shares. In the event that shares are sold
     through a broker/dealer, a standard commission will be paid from the
     proceeds to that broker/dealer.
</FN>

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.  AN INVESTMENT IN THE SECURITIES OFFERED HEREIN INVOLVES A
HIGH DEGREE OF RISK AND AN IMMEDIATE SUBSTANTIAL DILUTION OF THE BOOK VALUE OF
THE COMMON STOCK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE
LOSS OF THEIR ENTIRE INVESTMENT. (SEE DILUTION AND RISK FACTORS PAGE 13 AND 6).

The offering will remain open for 120 days, and an additional 30 days at the
sole discretion of our management, unless the total proceeds are earlier
received or we determine, in our sole discretion, to cease selling efforts.

					3
<PAGE>

	       THE DATE OF THIS PROSPECTUS IS May 20, 2003

The information in this prospectus is not complete and may be changed. CCTC may
not sell the securities until the registration statement filed with Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
securities and it is not soliciting an offer to buy the securities in any state
where the offer or sale is not permitted.


INSIDE FRONT AND OUTSIDE BACK COVER OF THE PROSPECTUS:

Until August 16, 2003 (120 days from the date of this prospectus), all dealers
that effect transactions in these securities, whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to
the dealer's obligation to deliver a prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.


                                TABLE OF CONTENTS

Number   Item in Form SB-2 Prospectus                                   Page No.
------   ----------------------------                                   --------
1     	Front of Registration Statement and Outside Front Cover
     	Page of Prospectus						  1
2     	Inside Front and Outside Back Cover Pages of Prospectus		  5
3     	Summary Information and Risk Factors				  5
4     	Use of Proceeds							 15
5	Determination of Offering Price					 17
6	Dilution							 17
7	Selling Security Holders					 18
8	Plan of Distribution						 21
9	Legal Proceedings						 23
10	Directors, Executive Officers, Promoters and Control Persons	 23
11	Security Ownership of Certain Beneficial Owners and Management	 24
12	Description of Securities					 24
13	Interest of Named Experts and Counsel				 25
14	Indemnification							 25
15	Description of Business						 26
16	Management's Discussion and Analysis or Plan of Operation	 30
17	Description of Property						 32
18	Certain Relationships and Related Transactions			 32
19	Market for Common Equity and Related Stockholder Matters	 32
20	Executive Compensation						 33
21	Financial Statements						 34
22	Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure					 42

PART TWO: INFORMATION NOT REQUIRED ON PROSPECTUS
23	  Other Expenses of Issuance and Distribution			 42
24	  Recent Sales of Unregistered Securities
25	  Exhibits
26	  Undertakings


					4
<PAGE>

SUMMARY INFORMATION

This summary highlights information contained elsewhere in the prospectus.  It
does not contain all the information you should consider.  You should also read
the more detailed information set out in this prospectus including the "Risk
Factors" section and the Financial Statements and Notes before making an
investment.

CCTC was incorporated on August 16, 2002. Since its incorporation CCTC has been
in its developmental stages. CCTC has had no revenues from operations since its
inception and has incurred, and continues to incur, operating losses. CCTC
anticipates obtaining future revenues from the sale of artworks and crafts
produced primarily in Ghana, Africa by skilled artisans and craftsmen.  The
company has procured $500 of artworks and crafts for purposes of providing
samples for further marketing of the product and initial sales.  At the
present time, we have limited financial resources from which to conduct
additional marketing studies to determine the feasibility of sale of our
artworks and crafts.

The Corporation currently has 2,266,500 shares of its $.001 par value common
shares outstanding.  Upon the successful completion of this offering, CCTC will
have 2,516,500 shares outstanding.

CCTC intends to import (through outsourcing) and market for sale artworks
and crafts primarily from Ghana, Africa produced by skilled native artisans
and craftsmen.  The following summary is qualified in its entirety by
reference to the more detailed information and the financial statements,
including the notes thereto, appearing elsewhere in this prospectus.  Each
prospective investor is urged to read this prospectus in its entirety.

                                  ORGANIZATION

CCTC was incorporated on August 16, 2002 in the State of New York.  The
Company's principal offices are located at 301 West 53 Street, 6C, New York,
New York 10019. Its telephone number is (646) 215-3583. CCTC has never declared
bankruptcy, it has never been in receivership, and it has never been involved
in any legal action or proceedings.  Since becoming incorporated, CCTC has
purchased a computer, monitor and an all-in-one printer, fax, scanner and
copier.  CCTC also obtained inventory directly from Ghana during a visit to
Ghana by an officer of the company.  Imported items included the following:

	Ashanti Stools
	Leather Purses, Sandals, Book Bags & Wallets
	Leather Footrests
	Bracelets & Beads
	Authentic Kente Cloth
	Drums
	Masks & Statutes, and an assortment of additional Wood Carvings
	Raffia Baskets
	Ashanti Dolls
	Traditional Games

CCTC has made no other significant purchases. It has not sold any assets, nor
has it been involved in any mergers, acquisitions or consolidations.

CCTC is a developmental stage company that intends to import, market and sell
artworks and crafts primarily from Ghana produced by skilled native artisans
and craftsmen.

					5
<PAGE>

CCTC must first raise sufficient capital to market the artworks and crafts
and to procure and maintain necessary inventory levels. It will be
necessary for CCTC to develop a group of independent domestic distributors to
distribute the artworks and crafts to the marketplace. CCTC has negotiated
for both Lizmof Enterprise, a Ghana based independent foreign dealer and
distributor in art, craft and general merchants, and Gye Nyame Handicraft Co.,
producers and exporters, to produce and distribute artworks and crafts to
the company's office in the United States.

Although the artworks and crafts are authentically produced in Ghana, there are
other uniquely produced artworks and crafts from Africa currently in the
marketplace that may be suitable substitutes for artworks and crafts produced
in Ghana.  Therefore, CCTC anticipates a substantial amount of competition in
the marketplace once the products are ready to be sold.

It is doubtful if CCTC can continue as a going concern if additional capital
is not raised.  CCTC requires this capital to proceed with the importation of
inventory and to adequately market and sell our products. It may be necessary
for CCTC to expand the selection of artworks and crafts imported so that it
can present a full line of products to the marketplace.  At the present time,
it is anticipated by the management of CCTC that it will take approximately 3
to 4 months in order to secure the necessary financing to go forward with its
plans to import and market its product.  The management of CCTC has determined
that it is necessary to seek an additional $50,000.00 of capitalization at this
time through the offering of stock.  Additional funds may be necessary to
continue to market and sustain operations until we are able to sustain
operations through sales.  CCTC will seek these funds through the obtaining of
loans from either private sources or financial institutions.  If after seeking
sources of debt to proceed with CCTC operations, management determines that it
is unlikely that it will be successful in obtaining debt financing, management
reserves the right to seek other sources of funding either through private
placement or through future offerings of publicly traded common stock.

CCTC anticipates that it will continue to experience operating losses for a
period of at least one year and possibly longer.

Mr. Kwajo M. Sarfoh and Mr. Trae. O. High are the only officers of the Company.
The Corporation has two directors, Mr. Kwajo M. Sarfoh and Mr. Trae. O. High.
CCTC has no other employees at this time and does not expect to hire any staff
until approximately thirty days after its first commercial order has been
received.

At the present time, CCTC has no binding contractual commitments that would
create a future liability.  The financing sought through this offering, if it
is fully subscribed, will provide sufficient financing for CCTC to go forward
with its business plan. However, if full subscription is not obtained, or, if
unforeseen adverse contingencies arise, CCTC will be required to obtain
additional financing over the next 12 months.  Should this occur, CCTC intends
to obtain financing through the purchase of debt, if available.  However, it
may become necessary for CCTC to sell additional stock in one or more private
placements or subsequent public offerings.  Should this occur, any investor who
purchases through this offering will experience additional dilution in its
ownership of this company.

There is currently no market for CCTC stock.

					6
<PAGE>

Summary Financial Information

The summary financial information set forth below is derived from the more
detailed financial information appearing elsewhere in this prospectus.  We have
prepared our financial statements contained in this prospectus in accordance
with generally acceptable accounting practices in the United States.  All
information should be considered in conjunction with our financial statements
and the notes contained elsewhere in this prospectus.

<TABLE>
<CAPTION>
			  CAPE COASTAL TRADING CORP.
			 (A DEVELOPMENT STAGE COMPANY)
				 BALANCE SHEET
			       DECEMBER 31, 2002

				     ASSETS
<S>								<C>
CURRENT ASSETS
Cash								$122
								------
Inventory      							$500
								------
     Total current assets					$622
								------
FIXED ASSETS, NET						$2,187
								------
TOTAL ASSETS							$2,809
								======
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable						$2,781
								------
Payable to shareholder						$885
								------
TOTAL CURRENT LIABILITIES					$3,666
								======
STOCKHOLDERS' DEFICIT
Common stock: $.001 par value; 50,000,000
shares authorized, 2,000,000 issued and
outstanding							$2,000
								------
Paid-in capital 						$1,089
								------
Retained deficit accumulated in the
development stage						$(3,946)
								--------
Total stockholders' deficit					$(857)
								------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT								$2,809
								======
</TABLE>

					7
      <PAGE>

      <TABLE>
      <CAPTION>
				CAPE COASTAL TRADING CORP.
			       (A DEVELOPMENT STAGE COMPANY)
		      STATEMENT OF LOSS FOR THE PERIOD FROM INCEPTION
			   (AUGUST 16, 2002) TO DECEMBER 31, 2002

<S>								<C>
EXPENSES
General and administrative 					$1,265
								------
Consulting fees							$200
								------
Professional fees						$2,481
								------
Total operating costs and expenses				$3,946
								------
Loss from operations and before taxes				$(3,946)
								--------
PROVISION FOR INCOME TAXES					-
								--------
Net loss 							$(3,946)
								========
LOSS PER SHARE
 Basic and diluted						$(0.00)
								--------


WEIGHTED AVERAGE SHARES OUTSTANDING
 Basic and diluted						2,000,000
								---------
</TABLE>

					8
<PAGE>

RISK FACTORS

This prospectus contains forward-looking statements within the meaning of the
securities laws.  Actual results and performance and the timing of certain
events and circumstances may differ materially from those described by the
forward-looking statements as a result of certain risks and uncertainties set
forth below and elsewhere in this prospectus.  You should carefully consider
the following factors, the discussion under the caption "Cautionary Note on
Forward-Looking Statements", and the other information in this prospectus
before buying or selling any shares of our common stock.  Our business,
financial condition, and operating results could be materially adversely
affected by any one of more of the following risk factors.  Although we have
attempted to include a discussion of the material risks known to us as of the
date of this prospectus, there may be additional risks that we do not
presently know of or that we currently believe are immaterial that could also
materially adversely affect CCTC.  CCTC disclaims any obligation to update
these factors or to announce publicly the results of any revisions to any of
 the riskfactors or forward-looking statements contained in this prospectus
to reflect any new information or future events or circumstances or otherwise.

THE SECURITIES OFFERED HEREIN ARE HIGHLY SPECULATIVE AND SHOULD BE PURCHASED
ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT IN CCTC.
EACH PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS,
AS WELL AS ALL OTHER INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS.

MANAGEMENT LACKS OPERATIONAL EXPERIENCE IN THE ARTWORKS AND CRAFTS RETAIL
INDUSTRY.  THIS MAY ADVERSELY AFFECT CCTC'S ABILITY TO BE PROFITABLE.  CCTC is
a start-up company, in its development stage.  Neither CCTC nor its management
has had any experience in operating a business in the importation and sale of
artworks and crafts.  It is possible that this lack of relevant operational
experience could prevent CCTC from becoming a profitable business.

CCTC IS OPERATING AT A LOSS WHICH MAY CONTINUE IN THE FUTURE.  IT CANNOT BE
DETERMINED IF AN ADDITIONAL CAPITAL INVESTMENT IN CCTC WILL PERMIT CCTC TO
RECOGNIZE A PROFIT IN THE FUTURE.  As of December 31, 2002, CCTC has sustained
operating losses of $3,946.00.  The amount of this loss should not be
indicative of future losses sustainable by CCTC.  As of December 31, 2002, CCTC
had expended only a small amount of office expenses and had not yet begun
accruing any expenses with regard to the actual anticipated operating costs.
CCTC intends to utilize any funds raised through this offering toward expenses
necessary to procure the delivery of its products and operate its business.  It
cannot be predicted when CCTC will be able to realize a profit from operations,
even though additional capital is being invested by investors.

					9
<PAGE>

IT REMAINS UNCERTAIN WHETHER AN INVESTMENT IN CCTC WILL RESULT IN AN INVESTOR
REALIZING A RETURN ON HIS INVESTMENT SINCE MANAGEMENT HAS NOT YET DETERMINED
THE SIZE OF THE CONSUMER MARKET FOR THEIR PRODUCTS. At the present time, CCTC

has only evaluated the marketability of its products, based upon the
management's perception of the potential value of the artworks and crafts in
the marketplace.  Once CCTC obtains the necessary capitalization, it will
immediately commence marketing its products.  CCTC has just begun to incur
expenses for the development of its website and has just obtained
ghanacrafts.com as its domain name.  It is too premature to anticipate how the
website will, if at all, aid CCTC in its marketing efforts. In the event
marketing efforts reveal that the product is not marketable, CCTC will not
have a potential source of income and it will be necessary for CCTC to seek
another means of obtaining income or the business will fail.

CONSUMERS MAY NOT ADOPT THE INTERNET AS A WAY OF BUYING ARTWORK, WHICH WOULD
PREVENT US FROM BECOMING PROFITABLE. If we do not attract and retain a high
volume of online customers to our website at a reasonable cost, our online
business will not succeed. We may not be able to convert a large number of
consumers from traditional shopping methods to online shopping for African
artworks and crafts and as a result may never achieve widespread customer
acceptance of shopping for African artworks and crafts online. Specifically,
consumers may not wish to change the way they purchase art and may feel it is
necessary to view the actual works of arts and crafts rather than pictures
before purchasing them. In addition, consumers may not be willing to make
orders online due to the perceived difficulty of placing complex orders
online or pricing that does not meet customer expectations of finding
competitive prices on the Internet.  As a result, we may never derive
sufficient revenues from our online retail operations division in order to
become a profitable enterprise, which could have a materially adverse impact
on our business, results of operations and financial condition.

INTERRUPTIONS IN SERVICE FROM THIRD PARTIES COULD IMPAIR THE QUALITY OF OUR
SERVICE. In regard to Internet sales made on the company's website,
ghanacrafts.com, the company will rely on third-party computer systems and
third-party service providers for credit card verifications and confirmations.
Any discontinuance in the services provided to us by third parties or any
deterioration or interruption of their services, would prevent consumers from
accessing or purchasing particular artworks and crafts through our website,
which would reduce our sales and revenues and adversely impact our business,
financial condition and results of operations. If our arrangement with any of
these third parties is terminated, we may not find an alternate source of
systems support on a timely basis or on commercially reasonable terms.

We have a hosting contract with Hostpc.com, a provider of Internet services,
pursuant to which Hostpc.com will operate and maintain our web server space.
Our hosting contract with Hostpc.com expires in April 2004. If Hostpc.com were
unable or unwilling to provide these services, we would have to find a suitable
replacement. Our operations could be disrupted while we were in the process of
finding a replacement for Hostpc.com and the failure to find a suitable
replacement or to reach an agreement with an alternate provider on terms
acceptable to us could have a materially adverse impact our business, results
of operations and financial condition.

					10
<PAGE>

THE SUCCESS OF OUR ONLINE RETAIL BUSINESS IS DEPENDENT UPON THE CONTINUED USE
AND GROWTH OF THE INTERNET AND THE EXTENT OF ACCEPTANCE AND PROFITABILITY OF
ONLINE COMMERCE. A substantial portion of future revenues and profits depends
upon the widespread acceptance and use of the Internet and online services as
a medium for commerce.  Rapid growth in the use of the Internet and online
services is a recent phenomenon.  This growth may not continue.  A sufficiently
broad base of consumers may not accept or continue to use the Internet as a
medium of commerce.  Demand for and market acceptance of recently introduced
products and services over the Internet involve	s a high level of uncertainty.
If the growth of the Internet does not continue or if consumers cease to accept
the Internet as a medium of commerce, CCTC's business, financial condition and
results of operations will be adversely impacted.

The Internet has experienced, and is expected to continue to experience,
significant growth in the number of users and amount of traffic. CCTC's
success will depend upon the development and maintenance of the Internet's
infrastructure to cope with this increased traffic. This will require a
reliable network infrastructure with the necessary speed, data capacity and
security and the timely development of complementary products for providing
reliable Internet access and services. Major online service providers and the
Internet itself have experienced outages and other delays as a result of
software and hardware failures and could face such outages and delays in the
future. Outages and delays are likely to adversely affect the level of
Internet usage and the processing of online transactions.  In addition, the
Internet could lose its viability because of delays in the development or
adoption of new standards to handle increased levels of activity or increased
government regulation. The adoption of new standards or government regulation
may require CCTC to incur substantial compliance costs.  Such costs may have a
materially adverse impact on CCTC's business, financial condition and results
of operations.

RAPID TECHNOLOGICAL CHANGES MAY RENDER CCTC's TECHNOLOGY OBSOLETE OR DECREASE
THE ATTRACTIVENESS OF OUR INTENDED SERVICES TO CUSTOMERS.  In order to remain
competitive on the Internet, CCTC will have to continually enhance and improve
the functionality and features of our website.  If we fail to continually
improve our website's speed, personalization and customer service, CCTC could
lag behind competitors or CCTC's website could become obsolete.  As a result,
CCTC could lose market share and our revenues would decline, which could have
a material adverse effect on our business, financial condition and results of
operations.  In order to remain competitive, we may have to incur substantial
costs and expenses to respond to the increasingly sophisticated requirements
of online consumers and suppliers.  Such costs and expenses may have a
materially adverse impact on CCTC's business, financial condition and results
of operations.

SECURITY BREACHES IN OUR SYSTEMS OR CREDIT CARD FRAUD COULD DAMAGE CCTC's
REPUTATION AND CAUSE US TO LOSE CUSTOMERS.  Consumer concerns over the security
of transactions conducted on the Internet and over privacy issues may inhibit
the growth of the Internet and online commerce.  The security of customers'
confidential transaction data could be jeopardized as a result of the
accidental or intentional acts of Internet users, our employees or others, or
computer viruses.  If CCTC experiences significant credit card fraud or if
there is a breach in the security of our systems, CCTC could lose consumers'
confidence and consequently, their business.

In addition, CCTC may be liable for damages caused by security breaches.  Such
liability could increase our expenses and exhaust our resources, which could
have a materially adverse impact on CCTC's business, financial condition and
results of operations.

					11
<PAGE>

OUR COMPUTER SYSTEMS MAY SUFFER SYSTEM FAILURES, CAPACITY CONSTRAINTS AND
BUSINESS INTERRUPTIONS WHICH COULD INCREASE OUR OPERATING COSTS AND CAUSE US
TO LOSE CUSTOMERS.  The interruption, impaired performance or insufficient
capacity of our systems could lead to interruptions or delays in our service,
loss of data or our inability to process orders, which could cause us to lose
customers. CCTC's systems and operations can be damaged or interrupted by
fire, flood, power loss, telecommunications failure, human error, break-ins,
sabotage, computer viruses, earthquake, tornado and similar unexpected adverse
events.  CCTC's Internet operations depend on the ability of Hostpc.com to
protect its and our systems in its data center against any such unexpected
adverse events.  Although Hostpc.com provides comprehensive facilities
management services, including human and technical monitoring of all
production servers 24 hours-per-day, seven days-per-week, Hostpc.com does not
guarantee that CCTC's Internet access will be uninterrupted, error-free or
secure.  Any event, damage or failure that interrupts or delays our
operations could have a materially adverse impact on CCTC's business, results
of operations and financial condition.  CCTC will be required to continually
devote substantial financial, technical and operational resources to expand
and upgrade its systems and infrastructure.

EVOLVING GOVERNMENT REGULATION COULD IMPOSE TAXES OR OTHER BURDENS ON OUR
BUSINESS WHICH COULD INCREASE OUR COSTS OR DECREASE DEMAND FOR CCTC's PRODUCTS.
Increased regulation of the Internet or different applications of existing
laws might slow the growth of the use of the Internet and commercial online
services, which could decrease any then existing demand for our products,
increase the cost of doing business or otherwise reduce CCTC's sales and
revenues.

Federal legislation imposing limitations on the ability of states to tax
Internet-based sales was enacted in 1998. The Internet Tax Freedom Act exempts
specific types of sales transactions conducted over the Internet from multiple
or discriminatory state and local taxation.  If this legislation is not
renewed, state and local governments could impose taxes on Internet-based
sales. These taxes could decrease any demand for CCTC's products and services
 or increase CCTC's costs of operations, which would have a materially adverse
 impact on our business, financial condition and results of operations.

Data collection, protection and privacy issues are a growing concern in the
U.S., and many countries around the world in which we may do business in the
future.  Evolving government regulation in these areas could limit or restrict
CCTC's ability to market its products and services to consumers, increase our
costs of operation and lead to a decrease in any demand for our products and
services, which would have a materially adverse impact on our business,
financial condition and results of operation.

CCTC WILL BE COMPETING WITH IMPORTERS OF ARTWORKS AND CRAFTS WHO HAVE ALREADY
ESTABLISHED A MARKET FOR THEIR PRODUCTS.  AN INVESTOR'S ABILITY TO REALIZE A
RETURN ON THEIR PURCHASE OF SHARES WILL BE DEPENDENT UPON MANAGEMENT'S
ABILITY TO DIFFERENTIATE THEIR ARTWORKS AND CRAFTS FROM COMPETITIVE ARTWORKS
AND CRAFTS CURRENTLY IN THE MARKETPLACE.  CCTC will be competing in an
already established marketplace with companies who sell similar products to
the company's target population.  CCTC will focus its marketing on the
authentic designs of its products and target the segments of the industry

that will best utilize thisdesign. Further, in order to compete, CCTC will
have to be assured that it can continually procure a quality product at a
competitive price. At the present time, it is not known whether these goals
can be met.

					12
<PAGE>

IN THE EVENT THAT THIS OFFERING IS NOT FULLY SUBSCRIBED BY INVESTORS, THIS
OFFERING MAY NOT PRODUCE SUFFICIENT CAPITAL FOR CCTC TO PROCURE ITS PRODUCTS.
INVESTORS SHOULD BE AWARE THAT THEIR INVESTMENT MAY HAVE NO VALUE IF THE
OFFERING IS NOT FULLY SUBSCRIBED AND CCTC IS UNABLE TO OBTAIN ADDITIONAL
CAPITAL TO PROCEED WITH ITS OPERATIONS.  CCTC may require additional financing
in order to establish a profitable operation. The financing to be sought may
not be forthcoming and even if additional financing becomes available, it may
not be available on terms which are favorable to CCTC. CCTC expects that it
may be required to obtain at least $50,000.00 of additional financing over the
next 12 months. In the event that it cannot sell all of the shares being
offered, CCTC will concentrate its efforts on obtaining financing through the
purchase of debt. However, it may become necessary for CCTC to sell additional
stock in one or more private placements or subsequent public offerings.  If
CCTC cannot obtain the requisite financing, it will have to cease operations
and the investor's investment will be lost.

CCTC MAY NOT RECOGNIZE AN OPERATING PROFIT IN THE FUTURE UNLESS IT CAN EMPLOY
EXPERIENCED MANAGEMENT TO OPERATE THE BUSINESS.  AN INVESTMENT OF ADDITIONAL
CAPITAL IN CCTC WILL NOT ASSURE THAT THE BUSINESS WILL BE SUCCESSFUL, UNLESS A
FULL TIME MANAGEMENT TEAM IS HIRED BY CCTC. CCTC is currently dependent upon
the efforts of Mr. Kwajo M. Sarfoh, and Mr. Trae O. High, the Officers of the
Corporation.  Specifically, the company's performance is substantially
dependent on the performance of Mr. Sarfoh, its president.  The loss of the
services of Mr. Sarfoh could have a materially adverse impact on our business,
results of operations or financial condition.  In addition, the absence of Mr.
Sarfoh will force us to seek a replacement who may have less experience,
limited direct access to the markets and artisans in Ghana or who may not
understand our business as well, or we may not be able to find a suitable
replacement.

At the present time, there are no full time employees in the Company.  Both Mr.
Sarfoh and Mr. High devote a substantial number of hours to other business
concerns.  CCTC recognizes that in order to go forward, it will be necessary
to employ full time individuals who have the experience and expertise necessary
to bring the artworks and crafts to market. Without CCTC obtaining the
necessary employees within the next 12 months, it is doubtful as to whether
CCTC can be successful in its efforts to bring the product to market, since Mr.
Sarfoh or Mr. High may not be able to contribute enough hours toward the
Company's operations.

WHEN MAKING AN INVESTMENT IN CCTC, AN INVESTOR SHOULD NOT EXPECT TO RECEIVE
CASH DIVIDENDS FROM CCTC. AN INVESTOR MUST EVALUATE THE POTENTIAL FOR HIS
RETURN ON HIS INVESTMENT, BASED UPON THE INVESTOR'S FUTURE ABILITY TO SELL THE
SHARES PURCHASED THROUGH THIS OFFERING FOR A GREATER AMOUNT IN THE FUTURE.
The holders of CCTC common stock are entitled to receive dividends when and if
declared by the Board of Directors.  CCTC does not intend to pay cash dividends
in the foreseeable future, but instead intends to retain any and all earnings
to finance the growth of the business.  To date, CCTC has not paid cash
dividends on its common stock.  Therefore, for an investor to realize a
profitable return on his investment in the Company's common stock, the investor
will have to be able to sell the shares purchased through this offering for an
amount greater than the purchase price of the shares.

					13
<PAGE>

INVESTORS MAY NOT BE ABLE TO SELL SHARES ACQUIRED IN THIS OFFERING BECAUSE CCTC
COMMON STOCK IS NOT CURRENTLY PUBLICLY TRADED. There is no public trading
market for CCTC common stock. It is unlikely that any active public trading
market can be established or sustained in the foreseeable future. CCTC intends
to have its common stock quoted on the OTC electronic bulletin board as soon as
practicable, however, there can be no assurance that CCTC shares will be quoted
on the over the counter bulletin board.  Until there is an established trading
market, holders of CCTC common stock will find it difficult to sell or to obtain
accurate quotations for the price of the common stock. CCTC does not currently
meet the requirement to have shares listed on the American Stock Exchange
("AMEX") or the NASDAQ stock market, therefore, any market for securities that
does develop will be highly illiquid.  It is unlikely that CCTC common shares
will achieve sufficient distribution or that it will be able to obtain the
number of market makers necessary to obtain listing on the NASDAQ stock market
in the foreseeable future.

THE SHARES SOLD BY CCTC IN THIS OFFERING ARE CONSIDERED PENNY STOCK.  FEDERAL
LAW IMPOSES ADDITIONAL DISCLOSURE REQUIREMENTS FOR THIS STOCK, WHICH MAY
HAVE A MATERIALLY ADVERSE IMPACT ON THE INVESTORS' ABILITY TO RESELL THEIR
SHARES IN THE PUBLIC MARKET.  CCTC's common stock is currently considered
a "Penny Stock," "as defined under Rule 3a51-1 promulgated under the
Securities Exchange Act of 1934, under federal securities laws since its
market price is below $5.00 per share.  Federal rules and regulations under
the Securities Exchange Act of 1934, generally impose additional sale practice
and disclosure requirements on broker/dealers who sell or recommend CCTC's
shares  to certain investors. Broker/dealers who sell Penny Stock to certain
types of investors may be required to comply with the Securities and Exchange
Commission's regulations concerning the transfer of Penny Stock.  If an
exemption is not available, these regulations require broker/dealers to make a
suitability determination prior to selling Penny Stock to the purchaser,
receive the purchaser's written consent to the transaction, and provide certain
written disclosures to the purchaser. These rules may affect the ability of
broker/dealers to make a market in or to trade CCTC shares. In turn, this may
impact the investors' ability to re-sell those shares in the public market.

EVEN THOUGH CCTC'S BUSINESS PLAN IS BASED UPON THE COMPLETE SUBSCRIPTION OF
THE ADDITIONAL SHARES OFFERED THROUGH THIS OFFERING, THE OFFERING MAKES NO
PROVISIONS FOR A REFUND TO AN INVESTOR.  CCTC WILL UTILIZE ALL AMOUNTS RECEIVED
FROM NEWLY ISSUED STOCK PURCHASED THROUGH THIS OFFERING EVEN IF THE AMOUNT
OBTAINED THROUGH THIS OFFERING IS NOT SUFFICIENT TO ENABLE CCTC TO GO FORWARD
WITH ITS PLANNED OPERATIONS.  Any funds received from the sale of newly issued
stock will be placed into CCTC's corporate bank account.  The management of
CCTC does not intend to escrow any funds received through this offering.  Once
funds are received as the result of a completed sale of common stock being
issued by CCTC, those funds will be placed into the Corporate bank account
and may be used at the discretion of management.

In the event that sufficient capital is not raised through this offering,
there will be insufficient funds to continue CCTC's business and CCTC will fail.
Funds received from any stock sold under this offering will not be returned.
CCTC may not have the funds to be able to continue business, further, CCTC may
not have the funds to be able to file its quarterly and annual reports and may
cease to be a reporting Company. If CCTC ceases to be a reporting Company, it
will be de-listed from any exchange on which it was traded.  If such event
occurs, investors may be unable to trade their stock and might lose their
investment.

					14
<PAGE>

ALL DECISIONS REGARDING BOTH POLICY AND OPERATIONS OF CCTC WILL BE MADE BY TWO
INDIVIDUALS.  THE SUCCESS OF CCTC IS CONTINGENT UPON THESE INDIVIDUALS' ABILITY
TO MAKE APPROPRIATE BUSINESS DECISIONS.  THE ABILITY OF AN INVESTOR TO OBTAIN A
RETURN ON HIS INVESTMENT IS CONTINGENT UPON THOSE TWO INDIVIDUALS BEING ABLE TO
MAKE CORRECT BUSINESS DECISIONS.  A company the size of CCTC does not have a
large number of Directors or employees who can advise the decision makers as to
an appropriate course of action.  Mr. Kwajo M. Sarfoh and Mr. Trae O. High
have effective control over all aspects of the  business with no oversight
from other management, except from the Board of Directors of which they are
both of the only Directors.  While it is expected that other management will
be added over time, there are no assurances that such will occur. Further, it
is anticipated that in the future, there will be additional members added to
the Board of Directors, however, this also may not occur in the future.

AN INVESTOR WHO PURCHASES SHARES THROUGH THIS OFFERING SHOULD BE AWARE THAT OUR
AUDITOR HAS EXPRESSED CONCERN ABOUT THE CONTINUING OPERATION OF THIS BUSINESS.
THE CAPITAL PLACED INTO CCTC THROUGH THIS OFFERING MAY NOT BE SUFFICIENT TO
PERMIT CCTC TO CONTINUE OPERATIONS AS AN ONGOING BUSINESS. ANY INVESTMENT MADE
THROUGH THIS OFFERING MAY BE LOST. Our auditor has expressed doubt about our
ability to continue as a going concern.  An investor should be aware that his
investment will be lost if the Company cannot continue to operate.  The
projected need for additional capital in our business may not be sufficient to
sustain CCTC's operation over the next 12 months. Therefore, even if all of the
shares offered pursuant to this offering are purchased, the investors'
investment may be of little or no value should future events not occur as
projected.

IN THE EVENT OF A SUCCESSFUL COMPLETION OF THIS OFFERING, A RISK STILL EXISTS
THAT OUR BUSINESS WILL NOT HAVE SUFFICIENT FUNDS TO FULFILL OUR PLANS
OVER THE NEXT 12 MONTHS. We may require additional financing to procure the
artworks and crafts and operate the business until sufficient revenue can be
generated for us to be self-sustaining. Our management projects that in order
to go forward as an operating entity, CCTC will spend approximately $50,000.00
over the next 12 months to cover costs involved in the marketing and
distribution of our products and the cost of advertising.  In the event that we
are unable to generate sufficient revenues and before all of the funds now held
by us and obtained by us through this offering are expended, the business will
fail and the investment made in this Company will become worthless.

FORWARD LOOKING STATEMENTS

The statements, other than statements of historical fact, included in this
prospectus are forward-looking statements.  Forward-looking statements
generally can be identified by forward-looking terminology such as "may,"
"will," "expect," "intend," "estimate," "anticipate," "plan," "seek," or
"believe." CCTC believes that the expectations reflected in such forward-
looking statements are accurate.  However, CCTC cannot assure that such
expectations will occur. The factual future performance could differ materially
from such statements. Factors that could cause or contribute to such
differences include, but are not limited to: CCTC's ability to continue to
operate CCTC through equity and debt financing, larger competitors' response
to the entry of the artworks and crafts into the marketplace, adverse public
response and lack of demand for the artworks and crafts, or the adverse impact
on the sales of the artworks and crafts by virtue of outside suppliers being
unable to either manufacture the product or manufacture and deliver the
product to meet demand.

					15
<PAGE>

USE OF PROCEEDS

This offering has no minimum offering amount.  The maximum amount sought to be
raised for CCTC from this offering is $50,000.00 (the remaining $453,300.00 in
this offering is shares sold by selling  shareholders).  CCTC intends to raise
$50,000.00 from the sale of 250,000 shares at $0.20 per share. CCTC intends to
use these proceeds as follows, based upon the percentage of the offering that
is actually sold:

  <TABLE>
<CAPTION>
EXPENDITURE ITEM                    100%           75%            50%
-----------------                   -----------    -----------    -----------
<S>					  <C>		   <C>	   <C>
Professional fees                   $  5,000.00    $  5,000.00    $  5,000.00
Initial product costs               $  5,000.00    $  5,000.00    $  5,000.00
Marketing costs                     $ 25,000.00    $ 25,000.00    $ 15,000.00
Selling & administrative            $ 14,000.00    $  4,000.00    $  4,000.00
TOTAL                               $ 49,000.00    $ 39,000.00    $ 29,000.00
</TABLE>

The above listing indicates the reduction in the expenditures based upon the
percentage of the offering actually sold. In all instances, the proceeds from
the sale of common stock, as received, will first be allocated towards
marketing.  Thereafter, funds, as received, will be allocated to each item, as
expenditures occur, in a method that will be most advantageous to the promotion
of the company's product and the marketing thereof.

Further, CCTC may also use portions of the proceeds from the sales of these
sharesto satisfy accrued debts that may occur between the date of this offering
and the date that proceeds from shares are actually received.

The above categories reflect the following expenditures:

PROFESSIONAL FEES: These fees relate to legal, accounting and statutory filing
costs.  These fees also relate to website development costs incurred to
develop CCTC's website.  CCTC has already paid a portion of the legal and
accounting fees from cash obtained in a prior private offering. In the event
that less than 100% of the offering is sold, CCTC will request terms from its
attorney to defer professional fees until such time as CCTC begins to receive
proceeds from the sale of its inventories.  Although CCTC does not have a
written agreement with its attorney with regard to the deferral of professional
fees, CCTC has consulted with its attorney who has agreed to defer professional
fees. The deferral of professional fees will be until such time as CCTC begins
to receive proceeds from the sale of its initial inventories, but no later than
one year from the date any fee is incurred.  All accountants' fees will be due
and payable no more than one year from the date services are performed, since
fees older than one year will impair the accountant's independence.  Since the
majority of the outstanding balance due for professional fees will be for
attorney fees, CCTC maintains that it will not be adversely impacted by this
limitation.

MARKETING COSTS: The Board of Directors of CCTC has placed a high priority on
the allocation of the proceeds from the sale of shares to marketing costs.
Marketing costs are the costs that will be incurred in advertising the artworks
and crafts in publications and in the bookstores of certain selected 100
Historically Black Colleges and Universities ("HBCU"), costs involved with
production of brochures of the Company's products, and the cost of
establishing, upgrading, and maintaining a commercially viable Internet website.

					16
<PAGE>

INITIAL PRODUCT COSTS:  This is the cost to contract with Lizmof Enterprise, a
Ghana based independent foreign dealer and distributor in art, craft and
general merchants, and Gye Nyame Handicraft Co. Producers and Exporters, to
procure and distribute artworks and crafts to the company's office in the
United States.

SELLING AND ADMINISTRATIVE EXPENSES: This is the cost associated with the
operation of the business.  This category includes the cost of telephone
charges, the monthly storage fee to store the products imported from Ghana,
supplies, and other administrative expenses.  Currently, CCTC does not incur
a storage fee for its inventory as these products reside at company's office
in New York.

The Board of Directors of CCTC maintains that it will be necessary for CCTC
to receive at least 50 percent of the maximum sought to be raised through this
offering, in order for CCTC to go forward from its developmental stages to a
fully operating company.  The balance of the proceeds received from the sale of
the shares will be allocated between initial marketing and initial product
costs.  These latter allocations may change, however, if it takes the entire
term of the offering in order to realize this minimum subscription level.
Should that occur, CCTC will not have sufficient operating capital and funds
from the offering will have to be utilized to pay storage fees and office
expenses, as well as, the payment of fees associated with periodic tax and
securities compliance.

In the event that less than 50% of the maximum amount sought to be raised
through this offering is sold, it will be necessary for CCTC to seek other
sources of financing, or it will not be able to operate and begin sales of
its products.


DETERMINATION OF OFFERING PRICE

There is no established public market for the common shares of CCTC.  The
offering prices for the shares to be sold pursuant to this offering has been
set at $.20 per share. The offering price is higher than the price of CCTC's
common stock when it was sold to the existing shareholders through private
placements.  The initial offering price for the shares which were purchased by
Mr. Kwajo M. Sarfoh in the registrant's initial offering was $.00115 per
share.  The selling shareholders have purchased their shares in CCTC for $.10
per share.

With respect to the common shares being offered for sale by the selling
shareholders, the offering price will be determined by market factors and the
independent decision of the selling shareholders.  The initial offering price,
however, has been established at $.20 per share.

The management of CCTC has set the offering price for the new shares to be
issued as part of this offering largely based upon the cash needs of the
Company to go forward.  The additional factors considered when determining the
sales price of the new shares in this offering are the lack of liquidity in
the shares (since there is presently no public market for the resale of these
shares), the high level of risk considering the lack of operating history of
CCTC and the fact that CCTC currently lacks sufficient knowledge to determine
the marketability of the artworks and crafts.

					17
<PAGE>

DILUTION

The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding.  Accordingly, there will be no dilution to
CCTC's existing shareholders.  However, the 250,000 shares of common stock
which is to be sold by CCTC as part of this offering, will create an immediate
dilution to the purchasers of those shares.  The initial common shares sold by
CCTC were sold to Mr. Kwajo M. Sarfoh in a private offering for a value of
$.00115 per share.  On September 15, 2002, the Board of Directors authorized
the issuance of 200,000 shares of common stock at $.001 par value to Trae High
for consulting services provided to the Company amounting to $200.00.
Additionally, on March 15, 2003, the Board of Directors authorized the issuance
of 200,000 shares of common stock at $.001 par value to David Loev in
consideration for $200.00.  Mr. Loev, along with Mr. Sarfoh and Mr. High, is a
founder of CCTC.

In the first 5 months of operation of, CCTC has experienced an operating loss
of approximately  $3,946.00.  This amount does not reflect expenditures which
have been made by CCTC since its last statement, nor does it reflect any
accrued liabilities of CCTC which may have occurred since the last statement.
In the event all new common shares included in this offering are
sold, the dilution experienced by the purchasers of these shares will be
substantial. The effect of the dilution is described as follows:

                                        Prior to     Upon Completion
                                        Offering       of Offering
                                        --------       -----------
Net tangible book value per share       $ -            $0.02

Amount of the increase in the above described net tangible book value per
share attributable to the cash payments made by the purchasers of the shares
being offered is $0.00 per share.  The amount of immediate dilution from the
public offering price which will be absorbed by the purchasers of these common
shares will be  $0.18 per share.

In the event that only a nominal amount of new common shares included in this
offering are sold, such as 20% of the offering, the dilution upon the investors
shares is described as follows:

                                        Prior to     Upon Completion
                                        Offering       of Offering
                                        --------       -----------
Net tangible book value per share         $ -           $ -

Amount of the increase in the above described net tangible book value per share
attributable to the cash payments made by the purchasers of the shares being
offered is $ $0 per share.  The amount of immediate dilution from the public
offering price which will be absorbed by the purchasers of these common shares
will be $0.20 per share.

					18
<PAGE>

SELLING SECURITY HOLDERS

We granted to the selling stockholders registration rights to enable them to
sell the 66,500 shares of common stock.  The selling shareholders named herein
are offering 2,266,500 of the 2,516,500 shares of common shares offered through
this prospectus.  None of the selling shareholders are broker-dealers or
affiliates of broker-dealers. The shares include the following:

1.	From January 2003 to March 2003, the Registrant sold 66,500 shares of
its common stock at $.10 per share for a total of $6,650.00.  The selling
shareholders acquired these shares from CCTC in an offering that was exempt
from registration under Regulation D of the Securities Act of 1933.  The shares
were sold to 18 non-accredited investors who had access to all material
information pertaining to the Registrant. The issuances of securities described
above were deemed to be exempt from registration under the Securities Act in
reliance on Section 4(2) of the Securities Act as transactions by an issuer not
involving a public offering. The Company made the determination that each
investor had enough knowledge and experience in finance and business matters to
evaluate the risks and merits of the investment. There was no general
solicitation or general advertising used to market the securities.  Also, the
non-accredited investors were given a private placement memorandum containing
the kind of information normally provided in a prospectus.  All purchasers
represented in writing that they acquired the securities for their own
accounts. A legend was placed on the stock certificates indicating that the
securities have not been registered under the Securities Act and cannot be sold
or otherwise transferred without an effective registration or an exemption
there from.

The following table provides, as of March 31, 2002, the information regarding
the beneficial ownership of the common shares held by each of the selling
shareholders including:

     1.   The number of shares owned by each prior to this offering
     2.   The total number of shares that are now being offered for each
     3.   The total number of shares that will be owned by each upon the
          completion of this offering
     4.   The percentage owned by each
     5.   The identity of the beneficial holder of any entity that owns the
          shares

					19
<PAGE>

<TABLE>
<CAPTION>

			SHARES OWNED 	        TOTAL NUMBER OF     %AGE OF TOTAL
NAME AND ADDRESS OF	PRIOR TO THIS	        SHARES BEING	    SHARES OWNED
SELLING SHAREHOLDER	OFFERING	        OFFERED FOR	    UPON
					        SELLING 	    COMPLETION OF
						SHAREHOLDERS	    THIS OFFERING
						ACCOUNT
-------------------	--------------		-------	--------    -------------
<S>			  <C>		    	<C>			    <C>
Kwajo M. Sarfoh		  1,800,000	   	1,800,000		    0.00
301 West 53, 6C
New York, New York 10019

Trae O. High		  200,000		200,000	            	    0.00
505 West 54 Street, 313
New York, NY 10019

David Loev		  200,000              	200,000		    	    0.00
1510 Crescent Oak Drive
Missouri City, TX 77459

Gabe Kuo		  5,000 		5,000		    	    0.00
164 Eldridge Street
2nd Floor
NY, NY 10002

George Lee		  3,500                 3,500		 	    0.00
138 Baxter Street
2nd floor
NY, NY 10013

Sheri Lewis		  3,500  	        3,500		    	    0.00
1 Tiffany Place
Apt 1B
NY, NY 11232

Rick Paz		  5,000  	        5,000		  	    0.00
860A West Ferry
Buffalo, NY 14209

Yvonne Sarfoh		  3,500  		3,500		    	    0.00
1440 Newton Patent Court
Centreville, VA 20120

Alyson Thompson		  3,500  		3,500		   	    0.00
35 Fairfield Drive
Oak Hills, NY 11412

Jason Wolf		  3,500  		3,500		   	    0.00
20 Overlook Road
Caldwell, NJ 07006

Kevin Cadette		  3,500  		3,500		   	    0.00
58 Meadow Road
Edison, N.J. 08817

Rania Margonis		  5,000  		5,000		    	    0.00
945 North Barton Street
Apt. #301
Arlington VA, 22201

Lockley Rhodin		  3,500  		3,500		    	    0.00
945 North Barton Street
Apt. #301
Arlington VA, 22201

Chis Davis		  4,500  		4,500		            0.00
44 Little Brook
Pittsford, N.Y. 14534

Dan Lanka		  5,000  		5,000		    	    0.00
19500 US 281 North
Apt. 1322
San Antonio, TX 78258

Sandy Choi		  3,500   	     	3,500		   	    0.00
39a Gramercy Park North
Apt #1a
NY, NY 10010

Steve Warner		  3,500  		3,500		    	    0.00
185 Washington Street
Saratoga Springs, NY 12866

Jim Green		  3,500  		3,500		    	    0.00
185 Washington Street
Saratoga Springs, NY 12866

Hong Nan Young	  	  3,500  		3,500	 	    	    0.00
3225 Turtle Blvd #1037
Dallas, TX 75219

Eli Hinckley		 3,500  		3,500			    0.00
2414 N. Powhatan Street
Arlington, VA 22207
</TABLE>

					20
<PAGE>

NOTE:  Except as otherwise noted in the above table, the named shareholder
beneficially owns (either individually or jointly as noted above), and has sole
voting and investment power over all shares or rights to these shares.  The
numbers in this table assume that none of the selling shareholders sell shares
of common stock which are not being offered in this prospectus or purchases
additional shares of common stock being offered by CCTC. The percentages are
based upon 2,516,500 shares of common stock, which would be outstanding upon
the successful completion of this offering.

NOTE:  Except for Mr. Sarfoh and Mr. High, none of the selling shareholders
or their beneficial owners has had a material relationship with CCTC other
than that of shareholder, or has ever been an officer or director of CCTC.

We will file, during any period during which we are required to do so under our
registration rights agreement with the selling stockholders, one or more
post-effective amendments to the registration statement of which this
prospectus is a part to describe any material information with respect to the
plan of distribution not previously disclosed in this prospectus or any
material change to such information in this prospectus. This obligation may
include, to the extent required under the Securities Act, that a supplemental
prospectus be filed, disclosing:  the name of any broker-dealers; the number
of common shares involved; the price at which the common shares are to be
sold; the commissions paid or discounts or concessions allowed to broker-
dealers, where applicable; that broker-dealers did not conduct any
investigation to verify the information set out or incorporated by reference
in this prospectus, as supplemented; and any other facts material to the
transaction.


PLAN OF DISTRIBUTION

The selling shareholders will sell their common shares at the price of $.20
per share until our shares are quoted on the OTC Bulletin Board and thereafter,
shares will be sold at the prevailing market prices or at privately negotiated
prices. These shareholders may be underwriters as defined by the Securities
Act.  The selling shareholders may sell some or all of their common stock in
one or more transactions, including block transactions:

1.	On such public markets or exchanges as the common stock may from
Time to time be trading;
     2.   In privately negotiated transactions;
     3.   Through the writing of options on the common stock;
     4.   In short sales;
     5.   In any combination of these methods of distribution.

This sales price to the public may be:

     1.   The market price prevailing at the time of sale;
     2.   A price related to such prevailing market price; or
     3.   Such other price as the selling shareholders determine from time
          to time.

The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144.

The selling shareholders may also sell their shares directly to market makers
acting as principals, brokers or dealers, who may act as agent or acquire the
common stock as a principal although no such market makers have been
established at this time. Any broker or dealer participating in such
transactions as agent, may receive a commission from the selling shareholders,
or, if they act as an agent for the purchaser of such common stock from such
purchaser.  The selling shareholders may pay the usual and customary brokerage
fees for such services. Brokers or dealers may agree with the selling
shareholders to sell a specified number of shares at a stipulated price per
share and, to the extent such broker or dealer is unable to do so acting as
agent for the  selling  shareholder, to purchase, as principal, any unsold

					21
<PAGE>

shares at the price required to fulfill their respective brokers' or dealers'
commitment to the selling shareholders.  Brokers or dealers who acquire shares
as principals may thereafter re-sell such shares from time to time, in
transactions in a market or on an exchange, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale, or at negotiated
prices, and in connection with such re-sales may pay or receive commissions to
or from the purchasers of such shares.  These transactions may involve cross
and block transactions that may involve sales to and through other brokers or
dealers.  The selling shareholders may distribute shares to one or more of
their partners who are unaffiliated with CCTC. CCTC provides no assurance that
all or any of the common shares offered will be sold by the
selling shareholders.

CCTC is bearing all costs related to the registration of its common shares. The
selling shareholders, however, will pay any commissions or other fees payable to
brokers or dealers in connection with any sale of their common  stock.  The
selling shareholders must comply with the requirements of the Securities Act and
the Securities Exchange Act in the offer and sale of the common  stock.  In
particular, during such times as the selling shareholders may deem to be engaged
in a distribution of the common  stock, and therefore be considered to be an
underwriter, they must comply with applicable law and may, among other things:

     1.   Not engage in any stabilization activities in connection with CCTC's
          common stock;
     2.   Furnish each broker or dealer through which common stock may be
          offered, such copies of this prospectus, as amended from time to time
          as may be required by such broker or dealer;
     3.   Not bid for or purchase any of CCTC's securities or attempt to induce
          any person to purchase any of CCTC's securities other than as
          permitted under the Securities Exchange Act.

Any broker or dealer participating in such transactions as agent, may receive a
commission from selling shareholders in an amount not to exceed 10% of the
purchase price. Further, such agents will be governed by the rules and
regulations established under the Securities Act of 1933 and the Securities
Exchange Act of 1934. The registrant will file a post-effective amendment to
this registration, in the event a market maker or underwriter of the securities
offered herein is established or identified.

With respect to the shares of common stock to be offered by CCTC, CCTC at the
present time has no agreement with any underwriter for any type of underwriting
of the shares to be offered by CCTC.  Instead, Mr. Kwajo M. Sarfoh, CCTC's
president may, but will not be required to sell shares directly to investors or
to market makers acting as principals, brokers or dealers, who may act as agent
or acquire the common stock as a principal.  Mr. Sarfoh is not registered as a
broker or dealer under the Exchange Act of 1934.  Instead, he will derive the
authority to sell the CCTC's shares to the public under the exemption contained
in Rule 3a4-1 of the  Exchange  Act. Mr. Sarfoh qualifies under this exemption
because, as an officer and director of CCTC, he is defined as an  associated
person of the issuer.  As an associated person of the issuer, he will not be
deemed to be a broker solely by reason of his participation in the sale of the
common shares for CCTC since he meets all the requirements contained in the
rule.  These requirements are (1) he is not subject to any statutory
disqualification; (2) he will not be compensated in connection with his
participation either through the payment of commissions or any other
remuneration based directly on the sale of the common shares; (3) he is not an
associated person of a broker or a dealer; and (4) he has intended primarily to
perform at the end of the offering, substantial duties for CCTC; he has not
been a broker or dealer or an associated person of a broker or dealer within
the past 12 months and he does not participate in the selling of an offering of
securities for any issuer more than once every 12 months (aside  from  certain
other exceptions that are not pertinent to the sale of the common shares).

					22
<PAGE>

LEGAL PROCEEDINGS

CCTC is not currently a party to any legal proceedings.


DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The directors and executive officers currently serving the Company are as
follows:

<TABLE>
<CAPTION>

Name			Age		Position(s) Held

<S>			<C>		<C>
Kwajo M.
Sarfoh 			30		President, Director, and Treasurer

Trae O. 		32		Vice President, Director , and
					Secretary
</TABLE>

Kwajo M. Sarfoh has served as our president, director and treasurer since our
incorporation in August 2002.  Mr. Sarfoh is a native citizen of Ghana, Africa
and maintains established relationships within Ghana.  Mr. Sarfoh has lived in
the United States for over 27 years and currently resides in New York City.
The diverse culture and artistic nature found within the United States leads
Mr. Sarfoh to believe that an active market exists for the Company's products.
Mr. Sarfoh received a bachelor degree in economics from the State University
of New York at Albany, a law degree from Boston University Law School, a
masters in business administration from Boston University School of
Management, and a masters of law in taxation from Georgetown University
Law Center.

Trae O. High has served as an officer, director and secretary of the Company
since its incorporation.  Mr. High received his bachelor degree in business
administration from the University of Texas at Austin, a master of science in
accounting from University of Texas at Dallas, a law degree from Southern
Methodist University, and a masters of law in taxation from Georgetown
University Law Center.

TERM OF OFFICE:

The Directors of CCTC are appointed for a period of one year or until such
time as their replacements have been elected by the Shareholders. The Officers
of the Corporation are appointed by the Board of Directors and hold office
until they are removed by the Board.

					23
<PAGE>

SIGNIFICANT INDEPENDENT CONTRACTORS:

CCTC at this time has no employees.  The Officers of the Corporation are Mr.
Kwajo M. Sarfoh and Trae O. High.  It is anticipated that both Mr. Sarfoh and
Mr. High will devote approximately 20-25 hours per week in the furtherance of
the business. At such time as CCTC receives additional funding, it will be
hiring other qualified employees to operate CCTC.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to
own directly or beneficially more than a 5% of the outstanding common stock
(as determined in accordance with Rule 13d-3 under the Exchange Act) as of
May 20, 2003 and by the officers and directors, individually and as a
group.  Except as otherwise indicated, all shares are owned directly.

<TABLE>
<CAPTION>

Name and 		Number of		Before 		After
Address 		Shares Owned 		Offering	Offering(4)
Number of 		Beneficially
Shares Owned
---------------------------------------------------------------------------
<S>			<C>			<C>		<C>
Kwajo M. Sarfoh (1)	$1,800,000		79.4%		71.0%

Trae O. High(2)		$200,000		8.8%		7.95%

David L. Loev(3)	$200,000		8.8%		7.95%

All officers 		$2,000,000		100.0%		90.0%
and directors
as a group (4)
 </TABLE>
<FN>

(1)	Address is 301 West 53rd Street, 6C, New York, NY 10019.
(2)	Address is 505 West 54th Street, 313, New York, NY 10019.
(3)	Address is 1510 Crescent Oak Drive, Missouri City, Texas 77459.
(4)	Assumes the sale of 500,000 Shares offered hereby.
</FN>

The percent of class is based on 2,516,500 shares of common stock issued and
outstanding as of March 31, 2003, par value $.001 per share.


DESCRIPTION OF SECURITIES

CCTC's authorized capital stock consists of 50,000,000 shares of common stock
at a par value of $.001.  On September 15, 2002, the Board of Directors, upon
motion duly made, seconded and unanimously adopted, by amendment, the original
Articles of Incorporation to approve the cancellation of the initial 500,000
shares of common stock issued at $.10 par value, to be replaced by the
authorization of 5,000,000 shares of common stock at $.001 par value. The
Certificate of Amendment to the Certificate of Incorporation of CCTC was filed
and effective on September 30, 2002.  On October 25, 2002, the Board of
Directors, upon motion duly made, seconded and unanimously adopted, by
amendment, the September 30, 2002, Certificate of Amendment to the Certificate
of Incorporation of CCTC, to approve the cancellation of the 5,000,000 shares
of common stock issued at $.001 par value, to be replaced by the authorization
of 50,000,000 shares of common stock at $.001 par value. The Certificate of
Amendment to the Certificate of Incorporation of CCTC was filed and effective
on November 6, 2002. Accordingly, CCTC's authorized capital stock consists of
50,000,000 shares of common stock at a par value of $.001.

					24
<PAGE>

At the present time CCTC has 2,266,500 shares of common stock outstanding,
which is held by 20 stockholders of record.

Holders of common stock are entitled to one vote for each share on all matters
submitted to a stockholder for vote.  Holders of common stock do not have
cumulative voting rights.  Therefore, holders of a majority of the shares of
common stock voting for the election of a Director can elect all of the
Directors.  The holders of a majority of the common stock issued and
outstanding and entitled to vote thereat, present in person or represented by
a proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business.  A vote by a holder of the majority of outstanding
shares is required to effectuate certain fundamental corporate changes such
as liquidation, merger, or an amendment to the Articles of Incorporation.

Holders of common stock are entitled to share in all dividends that the Board
of Directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution, or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock.  No such stock at this time exists.
Holders of our common stock have no preemptive rights, no conversion rights
and no redemption provisions applicable to the common stock.

DIVIDEND POLICY

There are no restrictions in CCTC's Articles of Incorporation or Bylaws that
prevent it from declaring dividends.  We have not in the past paid any
dividends and anticipate that we will retain any future earnings for use in
the expansion and operation of our business.  We do not anticipate paying any
cash dividends in the foreseeable future. Any determination to pay dividends
will depend upon our financial condition, results of operations and capital
requirements.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus that has prepared or certified
any part of this prospectus or has given an opinion on the validity of the
securities being registered or upon the legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis.  Further, no expert or counsel has or is to receive in connection with
this offering, a substantial interest, direct or indirect, in CCTC Holdings,
Inc. No expert or counsel named in this prospectus has been connected with
CCTC as a promoter, managing or principal underwriter, voting  trustee,
director, officer or employee.

Jason L. Karavias, our independent legal counsel, has provided an opinion on
the validity of CCTC's common stock.

The financial statements included in this prospectus and in the registration
statement have been audited by Thomas Leger & Co. L.L.P., Certified Public
Accountants, Inc., to the extent and for the period set forth in their report
appearing elsewhere herein and in the registration statement, and are included
in reliance upon such report given upon the authority of said firm as experts
in auditing and accounting.

					25

<PAGE>

INDEMNIFICATION

Our By-Laws provide for the indemnification of directors, officers, employees
and agents of the Company to the fullest extent provided by the Business
Corporation Law of the State of New York.  These sections generally provide
that the Company may indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative except for an action by or in right
of the corporation by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation. Generally, no indemnification
may be made where the person has been determined to be negligent or guilty
of misconduct in the performance of his or her duties to the Company.

At present, there is no pending litigation or proceeding involving a director,
officer, employee or agent of the Corporation where indemnification will be
required or permitted.  We are not aware of any threatened litigation or
proceeding that may result in a claim for indemnification by any director or
officer.

CCTC's By-Laws provide that it will indemnify its Directors and Officers, and
hold them harmless to the fullest extent legally permissible under the Business
Corporation Law of the State of New York.  These rights of indemnification
shall not be exclusive of any other right which any Officer or Director may
have or may thereafter acquire under any by-law, agreement, vote of
stockholders, provision of law or otherwise.

The By-Laws require CCTC to pay all expenses, liability and losses (including
attorney fees, judgments, fines and amounts paid or to be paid in the
settlement of a matter), which are reasonably incurred or suffered by the
Officer or Director.  Any expenses of the Officer or Director incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
Company as they are incurred in an advance of the final determination of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of
the Director or Officer to repay the amount if it is ultimately determined by
a court of competent jurisdiction that he or she is not entitled to be
indemnified by the Corporation.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

					26
<PAGE>

DESCRIPTION OF BUSINESS

History

CCTC was incorporated on August 16, 2002 under the laws of the State of New
York. In December of 2002, it acquired $500.00 of inventory through personal
funds loaned from Kwajo M. Sarfoh.  It is the intention of CCTC to sell this
inventory.  CCTC has no plans to seek a business combination with any other
entity, or to act as a blank check company, as that term is defined in Rule
419 of Regulation C under the rules of the Securities Act of 1933.

CCTC's President, Mr. Kwajo M. Sarfoh, is also CCTC's sole promoter upon its
inception.  Mr. Kwajo M. Sarfoh received 1,800,000 shares of CCTC's common
stock in exchange for $2,539.00 of capital contributed to CCTC to fund general
business operations. CCTC therefore valued the common shares of CCTC at
approximately $.00115 per share and recorded the value on its books at
$2,539.00.  These shares were purchased effective September 15, 2002 by Mr.
Sarfoh.  Additionally, effective September 15, 2002, the Board of Directors
authorized the issuance of 200,000 shares of common stock at $.001 par value
to Trae O. High for consulting services provided to the Company amounting to
$200.00. Additionally, on March 15, 2003, the Board of Directors authorized the
issuance of 200,000 shares of common stock at $.001 par value to David Loev in
consideration for $200.00.  Mr. Loev, along with Mr. Sarfoh and Mr. High, is a
founder of CCTC.  The authorization and issuance to Mr. Loev relate back and
are effective September 15, 2002, the date the Board of Directors authorized
the issuance of shares to its other founders.

CCTC is a Company that is in its developmental stages and has been in existence
for approximately nine months. It has no prior operating experience and has no
predecessor businesses from which it evolved.  The plan of operation of CCTC
is to import and sell artworks and crafts produced in Ghana.  CCTC is already
in possession of $500.00 of such inventory.  These artworks and crafts will be
of high quality, certain of which will be available in varying sizes.  The
imported artworks and crafts will enable customers to enjoy the history and
culture of Ghanaian people in a new way.  The management of CCTC is aware that
there are several different types of artworks and crafts from Ghana and other
regions of Africa, which are currently available on the market.

During the next 12 months, CCTC has two major goals in the sales and marketing
of its products:

1.	Market Research:  CCTC intends to employ market researchers to determine
the extent of the market for authentic artworks and crafts from Ghana, Africa,
the potential interest in department stores purchasing wood crafts, and the
potential interest of college and university bookstores in purchasing book bags
and certain other products which could be successfully marketed in conjunction
with the book bags.  The management of CCTC is aware that although the
authentic artworks and crafts are unique, it may not be prudent to import these
products unless it has the necessary market research information to indicate
that there is a sufficient interest in the market for such products and,
whether there is  a sufficient interest in the products for department stores
and colleges and universities to purchase CCTC's imported artworks and crafts.

2.	SHIPPING AND HANDLING CAPABILITIES: As soon as practicable after obtaining
the necessary capital, the management of CCTC will commence seeking an
American shipping company to deliver ordered products.  It is contemplated that
during the first 12 months of production, CCTC will deliver a minimum of 5,000
units.

					27
<PAGE>

Marketing

At present, CCTC possesses approximately 20 sample artworks and crafts. It is
in the process of making these samples available to retailers that sell to the
artworks and crafts industry, to certain selected 100 HBCUs, and other vendors
who seek authentic Ghanaian products. The Company expects to serve a
diversified customer base in various parts of the United States. These
contacts are being made through the efforts of Mr. Kwajo M. Sarfoh.

The Company believes it can offer an immediate presence to students enrolled
in the country's over 100 HBCUs who seek authentic Ghanaian products.  Over
the next 12 months, the Company will expend a major portion of its resources
to obtain access to campus bookstores located at over 100 HBCUs.
After a lengthy period of stagnation, overall college enrollment increased by
2 percent from 1999 to 2002, with nearly identical gains at two- and four-year
institutions.  Students of color had their largest enrollment increase, 5.6
percent, at the graduate level in 2000. They also exhibited progress at the
undergraduate level, with an increase of 3.1 percent, and nearly 2 percent at
the professional school level. Overall, college enrollment among students of
color increased by more than 48 percent during the past decade, including a
gain of nearly 15 percent since 1995. For the most recent year, minority
students registered an enrollment gain of 3.3 percent.

The Company believes this population to be a major market for its leather book
bags, purses and jewelry. In particular, the Company believes that the hand-
made leather book bags, with the African continent inscribed on the back, as
well as other African symbols or college and university logos, will appeal to
mature undergraduate, as well as graduate, African American students at HBCUs
and other non-HBCUs.  The hand-made leather book bags offer many of the common
features currently available by traditional book bag providers, such as
Jansport and Eastpak. The Company believes its authentic hand-made leather
book bags will be able to compete successfully in this environment.
At such time as CCTC obtains necessary funding through this offering, the
management anticipates that the first major effort in marketing the products
will be to certain selected HBCUs.  It also intends to make contact with
large home store retailers.  CCTC will also market its products through
printed advertisements and its website.

The management of CCTC understands the importance of a comprehensive
marketing program in order to maximize its ability to sell the artworks and
crafts. As such, as soon as funding is available, CCTC will commence the
search to find an advertising agency to market its artworks and crafts.
CCTC is allocating a large amount of the proceeds obtained from this
offering for advertising and marketing.  It intends to reserve the exact
allocations of marketing funds until such time as it has had the opportunity
to review marketing plans from the agency that it employs.  CCTC anticipates
that a large amount of the funds allocated for marketing will be utilized in
some form of advertising that is aimed at the population who would most
enjoy the history and culture of African people.

					28
<PAGE>

Competition

CCTC will be competing for market share with well-established importers of
artworks and crafts both within the United States and abroad.  There are
many other importers of artworks and crafts which are currently marketed
which can provide the same enjoyment as the Company's artworks and crafts
and which will be in direct competition in the marketplace with CCTC.
Further, the lack of a brand name for CCTC's artworks and crafts may
adversely affect the public's confidence in the products and its success in
the marketplace. The presence of established competitors could adversely
affect the ability of CCTC to successfully implement its business plan to
sell its products.

CCTC has limited financial, marketing, technical and other resources that
are necessary to implement its business plan.  Many of CCTC's competitors
have significantly greater financial, marketing, technical and other
resources than CCTC does.  These competitors may be able to devote greater
resources to the development, promotion and sale of competing artworks and
crafts. Moreover, due to the size of these competitors, they may be able to
import artworks and crafts with different designs, but with a similar
function which can be marketed at a price lower than which CCTC can market
its artworks and crafts.

Patents, Trademarks and Licenses

CCTC currently holds no patents, trademarks or licenses.

Need for Government Approval

The management of CCTC does not believe that there are any governmental
restrictions on the importation and marketing of the artworks and crafts
produced in Ghana.

However, data collection, protection, security and privacy issues are a growing
concern in the U.S. and in many other countries around the world. Government
regulation is evolving in these areas and could limit or restrict CCTC's
ability to market its products to consumers, increase our costs of operation
and lead to a decrease in demand for our products. Federal, state and local
governmental organizations, as well as foreign governments and regulatory
agencies, are also considering legislative and regulatory proposals that
directly govern Internet commerce, and will likely consider additional
proposals in the future. We do not know how courts will interpret laws
governing Internet commerce or the extent to which they will apply existing
laws regulating issues such as property ownership, sales and other taxes,
libel and personal privacy to the Internet. The growth and development of the
market for online commerce has prompted calls for more stringent consumer
protection laws that may impose additional burdens on companies that conduct
business online.

Federal legislation imposing limits on the ability of states to tax Internet-
based sales was enacted in 1998 and will exempt some sales transactions
conducted over the internet from multiple or discriminatory state and local
taxation. It is possible that this legislation will not be renewed when it
terminates. Failure to renew this legislation could allow state and local
governments to impose taxes on Internet-based sales, and these taxes could
adversely affect our business, financial condition and results of operations.

					29
<PAGE>

Product Liability

Management does not anticipate any product liability claims against it. In
the event, however, that CCTC lacks sufficient capital to obtain, or continue
product liability insurance, any product liability claim which is filed
against CCTC may result in the failure of CCTC, either as a result of costs
expended by CCTC in defending the lawsuit or, as a result of CCTC being
unable to satisfy a judgment taken against it.

Employees

Until such time as CCTC is in the position to commence the marketing of its
products, it will not have any employees.  All other services obtained by
CCTC, prior to the first commercial order will be handled through the services
of independent contractors.  Once the initial order is placed, CCTC
contemplates hiring one part-time employee for sales and marketing in order
to permit CCTC to grow.  CCTC also contemplates hiring one part-time employee
to process orders, once sales dictate the need for such an employee.

Contingency Plan

The management of CCTC is aware that despite its best efforts, the sales of
the artworks and crafts may not be sufficient to result in a profitable
corporation.  Since the sole purpose of organizing CCTC is to import and sell
the artworks and crafts, the management of CCTC currently has no plans
regarding the direction of CCTC, in the event it is unable to sell a
sufficient quantity of the artworks and crafts to create a profitable
business.  The management of CCTC believes that even if it were unsuccessful
in marketing the artworks and crafts, one option would be the sale of the
inventory to an unrelated corporation or, through the combination of CCTC
with another entity.  While many future courses of action are possible, the
management of CCTC has no intention to go forward with any business plan,
other than the business plan set forth in this prospectus.


MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The Following Plan Of Operations Should Be Read In Conjunction With Our
Financial Statements And The Related Notes Included Elsewhere In This
Prospectus. This Prospectus Contains Certain Statements Of A Forward-Looking
Nature Relating To Future Events Or Our Future Financial Performance. We
Caution Prospective Investors That Such Statements Involve Risks And
Uncertainties, And That Actual Events Or Results May Differ Materially. In
Evaluating Such Statements, Prospective Investors Should Specifically
Consider The Various Factors Identified In This Prospectus, Including The
Matters Set Forth Under The Caption "Risk Factors" Contained Elsewhere In
This Prospectus, Which Could Cause Actual Results To Differ Materially From
Those Indicated By Such Forward-Looking Statements. We Disclaim Any
Obligation To Update Information Contained In Any Forward-Looking Statement.

PLAN OF OPERATION

During the next 12 months, CCTC plans to continue as a Company within its
developmental stages.  CCTC has raised from its prior offering, under
Regulation D of the Securities Act of 1933, a total of $6,650.00, as ended on
April 20, 2003.  From the prior offerings, the amount of $1,230.63 has been
paid to Thomas Leger & Co. L.L.P. for accounting services, $1,250 has been
paid to Jason Karavias, Esq. for legal services, and $275.00 has been paid to
New York State in compliance with New York's Blue Sky Laws. It is anticipated
that the amounts already raised will satisfy all operating costs expended by
CCTC to the date of this offering, including some of the costs associated with
professional fees for both attorneys and accountants in the preparation of
this offering. It is anticipated that the amounts already raised will also
satisfy the balance owing to CCTC's website designer.

From CCTC's inception on August 16, 2002, through the end of CCTC's last fiscal
quarter, December 31, 2003, it has experienced an accumulated total net loss of
$3,946.00. Since CCTC is in its developmental stage, it has had no revenues
from the sale of goods and has incurred expenses of $3,946, which consisted
primarily of legal and accounting fees of $2,481.00 and general and
administrative costs of $1,265.00.

					30
<PAGE>

The additional amounts sought by CCTC through this offering may be sufficient
to provide the necessary capital for CCTC to do the necessary marketing,
satisfy current debts and procure the initial delivery of the imported artworks
and crafts.  The management of CCTC believes this amount will be sufficient.
The management of CCTC is of the belief that the $50,000.00 sought through this
offering would provide sufficient cash flow to permit CCTC to stay current with
all liabilities reflected on its balance sheet in addition to performing the
necessary marketing and procurement of products.  However, because the
management of CCTC may run into unforeseen expenses, the amount raised through
this offering may not be enough to provide CCTC with sufficient capital to
bring the artworks and crafts to market. In the event that only a nominal
amount of this offering is purchased by investors, CCTC may not have
sufficient assets to go forward with its plan of operation, unless it is able
to obtain capital from other sources.

Over the past several months, the Officers of CCTC have been involved in
identifying two producers and exporters of artworks and crafts from Ghana.
CCTC has arranged for both Lizmof Enterprise, a Ghana-based independent
foreign dealer and distributor in art, craft and general merchants, and Gye
Nyame Handicraft Co., a Ghana-based independent foreign producers and
exporters dealer, to procure and distribute artworks and crafts to the
company's office in the United States.

CCTC has no written contracts with Lizmof Enterprise or Gye Nyame Handicraft
Co. for the production and delivery of any artworks and crafts.  The Officers
of CCTC have recently forwarded to Lizmof Enterprise a list and description
of the artworks and crafts to be produced and delivered to the company.

Additionally, CCTC anticipates importing the first major order from Lizmof
Enterprise within 60 days after receiving sufficient funding.

The inventory procured in December 2002 will mainly be utilized as samples
in CCTC's marketing efforts to obtain orders for the artworks and crafts. CCTC
anticipates that the retail price of the artworks and crafts will be in the
range of $15.00 to $500.00.  CCTC expects to sell some of the initial
inventory and receive a small amount of revenue there from.

THE NEXT TWELVE MONTHS

CCTC anticipates that within six months from the date that it markets its
samples, CCTC will be in a better position to determine exactly how much
should be expended with regard to the actual marketing costs involved in the
advertising and promotion of the products.  CCTC anticipates expending up to
$15,000.00 in marketing costs including advertising in journals and print
publications reviewed by consumers, specifically, African American students.
These marketing costs will commence upon completed development of the Company
website and the distribution of the Company brochure to selected targets.
Additionally, CCTC is in the process of establishing a web page to directly
market the products over the Internet.  CCTC contemplates that assuming full
funding of its offering, the $25,000.00 allocated for marketing will be
sufficient to permit continued marketing of the products until such time as
CCTC can fund further marketing efforts through revenues earned by it.

					31
<PAGE>

Within 60 days after the date the Company receives sufficient funding, CCTC
anticipates importing the first major order from Lizmof Enterprise.  CCTC
will have to principally rely upon proceeds from this offering in order to
fund the initial order.  This expenditure is considered priority expenditure
by CCTC and CCTC will allocate the full cost of the initial order from
proceeds received, even if full subscription of the offering is not attained.

Assuming that the market favorably reacts to the artworks and crafts, CCTC
anticipates that it will take approximately 12 months from the date in which
the first large order are available for sale in order to reach a level of
profitability.

Within 30 days of the date that the first commercial order has commenced, CCTC
may hire its first part-time employee.  This employee will be responsible for
the sales and marketing of the artworks and crafts.  It is contemplated that
this employee will be employed under terms that will provide for an hourly
salary of $10 plus a commission based upon units sold. At such time as sales
for the artworks and crafts reach a level of 20,000 to 30,000 units, CCTC will
have to add a full-time administrative employee, in an executive position, to
perform day-to-day operations at a salary of approximately $30,000.00.
Additionally, a part-time hourly wage employee will be required for storage
and shipping purposes.  Since CCTC has allocated no funds for these
individuals in the amount sought pursuant to this offering, these individuals
will have to be paid from sales revenues as it becomes available.

CCTC anticipates requiring $50,000 in funds through this offering in order to
properly bring the product to market and maximize its potential for success.
In the event that the full amount sought is subscribed for within the first
six months of the offering, CCTC believes that a majority of the funds will be
expended during that time frame. If the full amount is not received, CCTC will
have to scale back its efforts proportionately.  Should this occur, CCTC
contemplates that the acceptance of the artworks and crafts in the market will
be delayed and it will take a longer time for CCTC to generate sufficient
revenues to become self-sustaining.

					32
<PAGE>

DESCRIPTION OF PROPERTY

At the present time, CCTC's principal offices are located at 301 West 53, 6C,
New York, New York, 10019. These offices are being utilized, rent-free, by
CCTC and are leased by Mr. Kwajo Sarfoh.  Currently, this location serves as
the sales office and storage facility for CCTC. At such time, CCTC anticipates
obtaining storage space for imported artworks and crafts in New York, New
York. CCTC does not anticipate purchasing any real estate, nor, does it
anticipate purchasing any real property for its office or storage facility.
Management for CCTC believes that the rented space will be sufficient for the
needs of the Company for at least the next 12 months.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Kwajo M. Sarfoh is the sole promoter of CCTC, further, he currently holds
a control position in the business, owning a total of 79% of the outstanding
common stock (directly and beneficially).  Mr. Sarfoh is to receive no
additional compensation from CCTC with regard to his efforts in selling the
new common shares to be registered through this offering.  In September 2002,
the Company issued 1,800,000 shares of Company common stock to Mr. Sarfoh,
in consideration for contributed capital of $2,539.00 in order to pay for
incorporation costs and Company assets.

In September 2002, the Company issued 200,000 shares of Company common stock
to Trae O. High for consulting services provided to the Company. Specifically,
Mr. High assisted CCTC in: (1)formulating our business plan; (2) arranging for
our incorporation; and (3) keeping our books and records in order. The value
of these services performed by Mr. High was $200.00. Mr. High is to receive
no compensation from CCTC with regard to his efforts in selling the new common
shares to be registered through this offering.  Mr. High currently holds a
control position in the business, owning a total of 8.8% of the outstanding
common stock (directly and beneficially).

Effective on March 15, 2003, the Board of Directors authorized the issuance
of 200,000 shares of common stock at $.001 par value to David Loev in
consideration for $200.00.  Mr. Loev, along with Mr. Sarfoh and Mr. High, is
a founder of CCTC.  The authorization and issuance to Mr. Loev relate back
and are effective September 15, 2002, the date the Board of Directors
authorized the issuance of shares to its other founders. Mr. Loev is to
receive no compensation from CCTC with regard to his efforts in selling the
new common shares to be registered through this offering.  Mr. Loev currently
holds a control position in the business, owning a total of 8.8% of the
outstanding common stock (directly and beneficially).

With the exception of the above referred to transactions, there are no
contractual agreements between Mr. Sarfoh or any other individual, whether a
shareholder or not, and CCTC.

					33
<PAGE>

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NO PUBLIC MARKET FOR COMMON STOCK

There is presently no public market for CCTC's common stock.  The management
of CCTC anticipates applying for trading in its common stock on the over the
counter bulletin board upon the effectiveness of the registration statement
of which this prospectus forms a part.  However, CCTC can provide no
assurances that its shares will be traded on the bulletin board, or, if
traded, that a public market will materialize.

HOLDERS OF CCTC COMMON STOCK

As of the date of this registration statement, CCTC has 20 registered
shareholders.

RULE 144 SHARES

At present, there are no shares of CCTC common stock that are available for
resale to the public pursuant to Rule 144 of the Securities Act of 1933.
In general, under Rule 144, as currently in effect, a person who has
beneficially owned shares of a company's common stock for at least one year,
is entitled to sell within any three month period a number of shares that
does not exceed the greater of:

     1.   One percent of the number of shares of CCTC's common stock then
          outstanding which, in the case of CCTC, will equal approximately
          22,665 shares as of the date of this prospectus; or
     2.   The average weekly trading volume of CCTC's common stock during the
          four calendar weeks preceding the filing of a notice on Form 144
      with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to availability of current public information about CCTC. At
present, there are no shareholders whose shares would qualify under Rule 144.
As of the date of this prospectus, no shares may be sold pursuant to Rule 144.


EXECUTIVE COMPENSATION

The company's two directors, Mr. Kwajo M. Sarfoh and Mr. Trae O. High,
currently do not receive any compensation for their services and have never
received any compensation for serving as directors to date.

EMPLOYMENT AND RELATED AGREEMENTS

We do not have a written employment agreement or consulting agreement with
Mr. Kwajo M. Sarfoh, our Director, President and Treasurer or Mr. Trae O.
High, our Director, Vice President and Secretary.  Mr. Sarfoh and Mr. High
provide their services to CCTC on a part-time basis.

					34
<PAGE>

FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
			INDEX TO THE FINANCIAL STATEMENTS

<S>							<C>
Independent Auditor's Report				F-1

Balance Sheet
   As of December 31, 2002				F-2

Statement of Loss
   For the Period from Inception (August 16,
   2002) through December 31, 2002			F-3

Statement of Stockholders' Deficit
   For the Period from Inception (August 16,
   2002) through December 31, 2002			F-4

Statement of Cash Flows
   For the Period from Inception (August 16,
   2002) through December 31, 2002			F-5

Notes to the Financial Statements
   For the Period from Inception (August 16,
   2002) through December 31, 2002			F-6
							to
							F-9
</TABLE>

					35
<PAGE>
				    F-1

			INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Cape Coastal Trading Corp.
(A Development Stage Company)
New York, NY

We have audited the accompanying balance sheet of Cape Coastal
Trading Corp. (a New York Corporation and development stage
company) as of December 31, 2002 and the related statement of loss,
stockholders' equity, and cash flows for the period from inception
(August 16, 2002), to December 31, 2002. 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 audit.

We conducted our audit in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Cape
Coastal Trading Corp., as of December 31, 2002 and its losses and
cash flows for the period from inception (August 16,2002) to
December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company is
a development stage company focused on importing artworks and
crafts from Ghana, Africa to sell to its vendors and customer in
the U.S.  The Company has had less than five months of activity and
has incurred losses from operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.  Management's plans in regard to those matters are
also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.

Thomas Leger & Co., L.L.P.

Houston, Texas
February 21, 2003

					36
<PAGE>
<TABLE>
<CAPTION>
				    F-2

			 CAPE COASTAL TRADING CORP.
		       (A DEVELOPMENT STAGE COMPANY)
			       BALANCE SHEET
			     DECEMBER 31, 2002

				  ASSETS
<S>							<C>
CURRENT ASSETS
Cash							$122
							-----
Inventory						$500
							-----
     Total current assets				$622
							======
FIXED ASSETS, NET					$2,187
							------
TOTAL ASSETS						$2,809
							======

			LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable					$2,781
							------
Payable to shareholder					$885
							------
TOTAL CURRENT LIABILITIES				$3,666
							======
STOCKHOLDERS' DEFICIT
Common stock: $.001 par value; 50,000,000
shares authorized, 2,000,000 issued and
outstanding						$2,000
							------
Paid-in capital 					$1,089
							------
Retained deficit accumulated in the
development stage					$(3,946)
							--------
Total stockholders' deficit				$(857)
							--------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$2,809
							========
</TABLE>

					37
<PAGE>
			The accompanying notes are an integral
			 part of these financial statements.


<TABLE>
<CAPTION>
				    F-3

			 CAPE COASTAL TRADING CORP.
		        (A DEVELOPMENT STAGE COMPANY)
		STATEMENT OF LOSS FOR THE PERIOD FROM INCEPTION
 		     (AUGUST 16, 2002) TO DECEMBER 31, 2002

<S>								<C>
EXPENSES
General and administrative 					$1,265
								------
Consulting fees							$200
								------
Professional fees						$2,481
								------
Total operating costs and expenses				$3,946
								======
  Loss from operations and before taxes				$(3,946)
								--------
PROVISION FOR INCOME TAXES					-
								--------
Net loss 							$(3,946)
								========
LOSS PER SHARE
 Basic and diluted						$(0.00)
								--------
WEIGHTED AVERAGE SHARES OUTSTANDING
 Basic and diluted						2,000,000
								==========
</TABLE>

					38
<PAGE>

			The accompanying notes are an integral
			 part of these financial statements.

  <TABLE>
  <CAPTION>
				    F-4

			CAPE COASTAL TRADING CORP.
		      (A DEVELOPMENT STAGE COMPANY)
		     STATEMENT OF STOCKHOLDER'S DEFICIT
 FOR THE PERIOD FROM INCEPTION (AUGUST 16, 2002) TO DECEMBER 31, 2002

							Deficit
							accumulated
					Additional	during the
					Paid-In  	development
		Common Stock		Capital		stage		Total

		Shares		Amount
		 <S>		<C>		<C>		<C>		<C>

Balance,
August 16, 	  -		$    -		$     -		$   -		$   -
2002

Issuance
of Common
Stock:

Accounts
payable		1,800,000	$1,800  	$739 	 	-		$2,539

Consulting
services	200,000 	$200		-		-		$200

Capital
Contributions	-		-		$350 		-		$350

Net Loss	-		-		-		$(3,946)	$(3,946)

Balance, 	2,000,000	$2,000 		$1,089 		$(3,946)	$(857)
December
31, 2002
</TABLE>


					39
<PAGE>

			The accompanying notes are an integral
			 part of these financial statements.

<TABLE>
<CAPTION>
					F-5

				CAPE COASTAL TRADING CORP.
			      (A DEVELOPMENT STAGE COMPANY)
				 STATEMENT OF CASH FLOWS
	       FOR THE PERIOD FROM INCEPTION (AUGUST 16, 2002) TO DECEMBER
					 31, 2002

<S>								<C>

CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss							$(3,946)
								--------
 Adjustments to reconcile net loss to net cash
 used in operating activities:

Depreciation and amortization					$221
								------
Stock Issued for consulting					$200
								------
Changes in assets and liabilities:
       Inventories						$(500)
								------
       Accounts payable						$3,666
								-------
       Net cash used in operating activities			$(359)
								=======
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of fixed assets					$(2,408)
								--------
      Net cash used in investing activities			$(2,408)
								========
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from issuance of common stock			$2,539
								-------
        Proceeds from capital contributions			$350
       								-------
       Net cash provided by financing activities		$2,889
								-------
INCREASE IN CASH						$122
								=======
CASH AT BEGINNING OF PERIOD					-
								-------
CASH AT END OF PERIOD						$122
								=======
SUPPLEMENTAL INFORMATION
    Interest paid						$ -
								-------
    Income taxes paid                				$ -
								-------
</TABLE>

					40
<PAGE>

			The accompanying notes are an integral
			 part of these financial statements.

				F-6

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Organization:

Cape Coastal Trading Corp. ("The Company") is a development stage
company that was incorporated in New York on August 16, 2002.  The
Company is focused on importing artworks and crafts from Ghana,
Africa to sell to its vendors and customers in the U.S.  The
Company is engaged in the planning, selection, and procurement of
these products.

Basis of Presentation:

The financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of
America.

Use of Estimates:

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosure.  Accordingly, actual results could differ
from those estimates.

Revenue Recognition:

The Company's revenues are derived from the sale of arts and crafts
from Ghana, Africa to customers in the U.S.  To date, the company
has not begun operations, as such, when operations commence
revenues will be recognized once realizable and earned.   Revenue
from sales of products and related cost of products sold will be
recognized when persuasive evidence of an arrangement exists,
delivery has occurred, the seller's price is fixed or determinable,
and collectability is reasonable assured.  This generally occurs
when the customer receives the product at which time title passes
to the customer.  Revenues will be recorded net of any provisions
for estimated product returns.  Customers generally do not have the
right to return product unless damaged or defective.

Cash and Cash Equivalents:

The Company considers all short-term securities purchased with an
original maturity of three months or less to be cash equivalents.

Inventory:

Inventory is accounted for under the first in, first out method and
are recorded at the lower of cost or market.  Inventory consists of
products for resale at December 31, 2002.


					41
<PAGE>

Property and Equipment:

Property and equipment are stated at cost and are depreciated using
the straight-line method over the estimated useful lives of the
assets, generally three years.  Routine repairs and maintenance
costs are charged to operations as incurred while the costs of
significant improvements are capitalized.  The major class of
property and equipment is computer equipment at $2,408.
Depreciation expense and accumulated depreciation for the period
ended was $221.

Income Taxes:

The Company uses the liability method of accounting for income
taxes as set forth in SFAS No. 109, "Accounting for Income Taxes".
Under this method, deferred tax liabilities and assets are
recognized for the expected future tax consequences of temporary
differences between the carrying amounts and the tax bases of
assets and liabilities.  Valuation allowances are established, if
necessary, to reduce the deferred tax asset to the amount that will
assure full realization.  Income tax expense is the current tax
payable or refundable or the period plus or minus the net change in
the deferred tax assets and liabilities.

Stock-Based Compensation:

SFAS No. 123, "Accounting for Stock-Based Compensation" prescribes
accounting and reporting standards for all stock-based compensation
plans, including employee stock options.  As allowed by SFAS No.
123, the Company continues to apply the provisions of Accounting
Principles Board Opinion No. 25 ("APB No. 25") "Accounting for
43
<PAGE>
Stock issued to Employees" and related interpretations.
Accordingly, compensation cost for stock options is measured as the
excess, if any, of the determined fair value of the Company's stock
at the date of grant over the stock purchase price.

Net Loss Per Share:

Basic loss per share is computed by dividing the net loss available
to common shareholders by the weighted average of common shares
outstanding during the period.  Diluted per share amounts assume
the conversion, exercise, or issuance of all potential common
stock instruments unless the effect is anti-dilutive, thereby
reducing the loss or increasing the income per common share.

Recent Accounting Pronouncements:

In July 2001, the FASB issued Statement No. 142  "Goodwill and
Other Intangible Assets". Statement No. 142 requires the use of
a nonamortization approach to account for purchased goodwill and
indefinite lived intangibles.  Under a nonamortization approach,
goodwill and indefinite lived intangibles will not be amortized
into results of operations, but instead would be reviewed for
impairment and written down and charged to results of operations
only in the periods in which the recorded value of goodwill and
indefinite lived intangibles is more than its fair value.  The
provisions of Statement No. 142 will be effective for the Company
in fiscal 2003.  Management does not expect this standard, when
implemented, to have a material effect on its future results of
operations or financial position.


					42
<PAGE>

In June 2001, the FASB issued Statement No. 143 "Accounting for
Asset Retirement Obligations".  The statement addresses financial
accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset
retirement costs.  The statement is effective for the Company in
fiscal 2003.  The Company does not expect the adoption of
Statement No. 143 to have a material impact on the Company's
future results of operations or financial position.

In August 2001, the FASB issued Statement No. 144 "Accounting for
the Impairment or Disposal of Long-Lived Assets".  This statement
supersedes Statement No. 121,  "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of",
and the accounting and reporting provisions of APB Opinion 30,
"Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions", for the
disposal of a segment of a business.  The statement is effective
for the Company in fiscal 2003.  The Company does not expect the
adoption of Statement No. 144 to have a material impact on the
Company's future results of operations or financial position.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13,
and Technical Corrections.  SFAS 145 eliminates the requirement to
classify gains and losses from the extinguishment of indebtedness
as extraordinary, requires certain lease modifications to be
treated the same as a sale-leaseback transaction, and makes other
non-substantive technical corrections to existing pronouncements.
SFAS 145 is effective for fiscal years beginning after May 15,
2002, with earlier adoption encouraged.  The Company is required
to adopt SFAS 145 effective January 1, 2003.  The Company does not
believe that the adoption of SFAS 145 will have a material effect
on the Company's financial position, results of operations, or
cash flows.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities.  SFAS 146 addresses
financial accounting and reporting for costs associated with exit
or disposal activities and nullifies Emerging Issues Task Force
("EITF") Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring).  SFAS 146 requires
recognition of a liability for a cost associated with an exit or
disposal activity when the liability is incurred, as opposed to
when the entity commits to an exit plan under EITF No. 94-3.  SFAS
146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002.  The Company does not believe
that the adoption of SFAS 146 will have a material effect on the
Company's financial position, results of operations, or cash flows.

2. GOING CONCERN

Since inception, the Company has been considered a development
stage company and has not generated any operating revenue.  There
is substantial doubt that the Company will generate sufficient
revenues during 2003 to meet its operating cash requirements.
Accordingly, the Company's ability to continue operations through
2003 depends on its success in obtaining equity financing in an
amount sufficient to support its operations.  This raises
substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments that might
result from this uncertainty.  The Company intends to raise
additional capital through private or public securities offerings.

					43
<PAGE>

3. INCOME TAXES

At September 30, 2002, the Company had an operating loss of $3,946.
This net operating loss provides a future tax benefit of
approximately $1,342 computed at the statutory rate.  This future
tax benefit has a valuation allowance of $1,342.

4. CONTINGENCIES

From time to time, the Company may be involved in litigation
relating to claims arising out of its ordinary course of business.
Management believes that there are no claims or actions pending or
threatened against the Company, the ultimate disposition of which
would have a material impact on the Company's financial position,
results of operations or cash flows.

5. RELATED PARTY TRANSACTION

At December 31, 2002 the Company owed $885 to a major shareholder
for purchases he made and expenses he paid on behalf of the
Company.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

CCTC has no changes in or disagreements with our accountants on accounting and
financial disclosure.

					44
<PAGE>
		PART TWO: INFORMATION NOT REQUIRED ON PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

Securities and Exchange Commission Registration Fee               $    40.72
Federal taxes                                                              0
State taxes and fees                                                       0
Transfer agent fees                                                        0
Accounting fees & expenses                                        $ 3,000.00
Legal fees & expenses                                             $ 1,500.00
Blue Sky fees & expenses                                          $   300.00
Miscellaneous                                                     $ 1,000.00
                                                                  ----------
     TOTAL                                                        $ 5,840.72
                                                                  ==========

All amounts are estimates other than the Commission's Registration Fee.

CCTC is paying all expenses of the Offering listed above.  No portion of these
expenses will be borne by the selling shareholders.  The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.


RECENT SALES OF UNREGISTERED SECURITIES

CCTC issued 1,800,000 shares of common stock on September 15, 2002 to Mr. Kwajo
M. Sarfoh in exchange for $2,539.00 of capital contributed to CCTC for fund
general business operations. CCTC therefore valued the common shares of CCTC at
approximately $.00115 per share and recorded the value on its books at
$2,539.00.  Additionally, the Board of Directors authorized the issuance of
200,000 shares of common stock at $.001 par value to Trae O. High for
consulting services provided to the Company amounting to $200.00.
Additionally, effective on March 15, 2003, the Board of Directors authorized
the issuance of 200,000 shares of common stock at $.001 par value to David
Loev in consideration for $200.00.  Mr. Loev, along with Mr. Sarfoh and Mr.
High, is a founder of CCTC.  The authorization and issuance to Mr. Loev relate
back and are effective September 15, 2002, the date the Board of Directors
authorized the issuance of shares to its other founders.

CCTC completed an Offering of 66,500 shares of its' common stock at a price of
$0.10 per share to a total of 18 purchasers. The last subscription for shares
in this Offering was completed on March 31, 2002. The total amount received
from this Offering was $6,650.00.  These shares were issued pursuant to Section
4(2) of the  Securities  Act of 1933.  All of the purchasers qualify as non-
accredited investors.  Each investor indicated in writing that he was
purchasing the shares for investment purposes and not with a view to resale.
Each investor indicated in writing that he had sufficient sophistication to
evaluate the investment and could afford to lose the entire investment without
adversely affecting his lifestyle.

					45
<PAGE>

EXHIBITS

Exhibit 3.1      Articles of Incorporation*
Exhibit 3.2      Bylaws*
Exhibit 4        Share Certificate*
Exhibit 5        Opinion and Consent of Legal Counsel*
Exhibit 10.3     Registration Rights Agreement*
Exhibit 24.1     Consent of Thomas Leger & Co. L.L.P., Certified Public
                 Accountants*

* Filed herewith


UNDERTAKINGS

The undersigned registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made, a
          post effective amendment to this Registration Statement:
          (a)  to include any prospectus required  by Section  10(a)(3) of the
               Securities Act of 1933;
          (b)  to reflect in the  prospectus any facts or events which,
               individually or together, represent a fundamental change in the
               information in the registration  statement.  Notwithstanding the
               foregoing, any increase or decrease in volume of securities
               offered (if the total dollar value of securities offered would
               not exceed that which was  registered) and any deviation from the
               low or high end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the  Commission
               pursuant to Rule 424(b) if, in the aggregate, the changes in the
               volume and rise represent no more than a 20% change in the
               maximum aggregate offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration statement;
               and
          (c)  to include any material information with respect to the plan of
               distribution not previously disclosed in this Registration
               Statement or any material changes as such information in the
               Registration Statement.
     2.   That for the purpose of determining any liability under the Securities
          Act, such post-effective amendment shall be deemed to be a new
          Registration Statement relating to the securities offered herein, and
          the offering of such securities at the time shall be deemed to be the
          initial bona fide offering thereof.
     3.   To remove from registration by means of a post-effective amendment any
          of the securities being registered hereby which remain unsold at the
          termination of the Offering.
     4.   To file during any period in which we offer or sell securities, a post
          effective amendment to this registration statement, to reflect in the

					46
<PAGE>

	  prospectus any facts or events which, or individually or together,
          represent a fundamental change in the information in the registration
          statement.
     5.   In the event that a claim for indemnification against such liabilities
          (other than the payment by the small business issuer or expenses
          incurred or paid by a director, officer or controlling person of the
          small business issuer in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being  registered,  the small
          business issuer will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.
     6.   Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 (the "Act") may be permitted to directors,
          officers and controlling persons of the small business issuer pursuant
          to the foregoing provisions, or otherwise, the small business issuer
          has been advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as expressed
          in the Act and is, therefore, unenforceable.


31.  SIGNATURES

                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing on Form SB-2 and authorizes this Registration
Statement to be signed on its' behalf by the undersigned in the City of New
York, State of New York, May 20, 2003.

CAPE COASTAL TRADING CORPORATION.

By: /s/ Kwajo M. Sarfoh
    -------------------------------------
    Kwajo M. Sarfoh, President

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.

/s/ Kwajo M. Sarfoh
------------------------------------------
Kwajo M. Sarfoh, President, Director, Treasurer

Date: May 20, 2003

/s/ Trae O. High
------------------------------------------
Trae. O. High, Director, Vice President, Secretary

Date: May 20, 2003





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>coi-1.txt
<DESCRIPTION>ARTICLES OF INCORPORATION
<TEXT>
EX-3.1
<FILENAME>
CERTIFICATE OF INCORPORATION
				Exhibit 3.1
		      [Certificate of Incorporation]

			      New York State
			    Department of State
		  Division of Corporations, State Records
			And Uniform Commercial Code
			      Albany, NY 12231

		      Certificate of Incorporation of

		      CAPE COASTAL TRADING CORPORATION

	Under Section 402 of the Business Corporation Law

FIRST:  The name of the Corporation is:  CAPE COASTAL TRADING
CORPORATION

SECOND: This corporation is formed to engage in any lawful act or
activity for which a corporation may be organized under the
Business Corporation Law, provided that it is not formed to engage
in any act or activity requiring the consent or approval of any
state official, department, board, agency or other body.

THIRD:  The county within this state, in which the office of the
corporation is to be located is:  NEW YORK

FOURTH: The total number of shares for which the corporation shall
have authority to issue and a statement of the par value of each
share or a statement that the shares are without par value are:

The aggregate number of shares the corporation shall have authority
to issue is 50,000,000 shares of common stock, par value $.001 per
share.

FIFTH: The Secretary of State is designated as agent of the
corporation upon whom process against the corporation may be
serves. The address to which the Secretary of State shall mail a
copy of any process accepted on behalf of the corporation is:

      301 West 53rd Street, 6C, NY, NY 10019

By: /s/ Kwajo M. Sarfoh
    -------------------------------------
         (Signature)

     Kwajo M. Sarfoh, President
    -------------------------------------
    Name and Capacity of Signer






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2 BYLAWS
<SEQUENCE>4
<FILENAME>bylaws.txt
<DESCRIPTION>BYLAWS OF COMPANY
<TEXT>
EX-3.2
<FILENAME>
BYLAWS

			      Exhibit 3.2
			       [Bylaws]

				BYLAWS
				  OF
		  Cape Coastal Trading Corporation

			 ARTICLE I - OFFICES

The principal office of the Corporation in the State of New York
shall be located in the City of New York.  The Corporation may have
such other offices, either within or without the State of New York,
as the Board of Directors may designate or as the business of the
Corporation may require from time to time.

		ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings:  (Section 7.01*)

The annual meeting of the shareholders of the Corporation shall be
held on the Third Tuesday in the month of November, in each year,
at such other time or day within such month as shall be fixed by
the Board of Directors, for the purpose of electing Directors, and
for transacting such other business as may properly come before the
meeting.

Failure to hold an annual meeting at the time stated in or fixed in
accordance with these Bylaws does not affect the validity of such
corporate action.

Section 2- Special Meetings:  (Section 7.02)

Special meetings of the shareholders may be called for any purpose
or purposes, unless otherwise prescribed by statute, at any time by
the Board of Directors or by the President, and shall be called by
the President or the Secretary at the written request of the
holders of not less than ten per cent (10%) of all shares of the
Corporation then outstanding entitled to vote thereat, so long as
such written request is signed by all shareholders mentioned
herein, describes the purpose or proposes for which it is to be
held and is delivered to the Corporation.

					1
<PAGE>

Section 3 - Place of Meetings:  (Section 7.01)

The Board of Directors may designate any place, either within or
without the State of New York, as the place of meeting for any annual
or for any special meeting called by the Board of Directors.  If no
designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the principal office of the Corporation in
the State of New York.

Section 4 - Notice of Meetings:  (Section 7.05 & 7.06)

(a)  Written notice of each meeting of shareholders, whether annual
or special, stating the time, date, hour of the meeting and place
where it is to be held, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, (only business
within the purpose or purposes described in the notice of such
special meeting may be conducted at any such shareholder meeting)
shall, unless otherwise prescribed by law, be served either
personally or by mail by or at the direction of the President or
Secretary, or the officer or other person or persons calling the
meeting, not less than ten or more than sixty days before the
meeting, upon each shareholder of record entitled to vote at such
meeting, and to any other shareholder to whom the giving of notice
may be required by law.  If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail, addressed to
the shareholder at his/her address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.
If, at any meeting, action is proposed to be taken that would, if
taken, entitle shareholders to receive payment for their shares
pursuant to the Business Corporation Act, the notice of such
meeting shall include a statement of that purpose and to that
effect.  If mailed, such notice shall be directed to each such
shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously
filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other address, in which
case, it shall be mailed to the address designated in such request.

(b)  Notice of any meeting need not be given to any person who may
become a shareholder of record after mailing of such notice, to any
shareholder who submits a signed waiver of notice either before or
after such meeting, or to any shareholder who attends such meeting,
in person or by proxy, and fails to object to lack of notice or
defective notice of the meeting at the beginning of such meeting.

(c)  If an annual or special shareholders' meeting is adjourned to
a different date, time, or place, notice need not be given of the
new date, time, or place if the new date, time, or place is
announced at the meeting before adjournment.  If a new record date
for the adjoined meeting is or must be fixed by law, however,
notice of the adjourned meeting must be given under this section of
these Bylaws to persons who are shareholders as of the new record
date.

					2
<PAGE>

Section 5 - Quorum:  (Section 7.25)

(a)  Except as otherwise provided herein, or by law, or in the
Articles of Incorporation (such Articles and any amendments thereof
being hereinafter collectively referred to as the "Articles of
Incorporation) at all shareholders' meetings, a majority of the
shares of the Corporation entitled to vote thereat and represented
at such meeting either in person or by proxy shall constitute a
quorum.  If less than a majority of the outstanding shares entitled
to vote is represented at a shareholders' meeting, a majority of
the shares so represented may adjourn the meeting from time to time
without further notice.  At such adjourned meeting at which a
quorum shall be present or presented, any business may be
transacted which was outlined in the original notice for the
meeting.  The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.

Section 6 - Voting:  (Section 7.04, 7.21 & 7.22)

(a)  Except as otherwise provided by statute or by the Articles of
Incorporation, any corporate action, other than the election of
Directors to be taken by vote of the shareholders, shall be
authorized by a majority of votes cast at a meeting of shareholders
by the holders of shares entitled to vote thereon.

(b)  Except as otherwise provided by statute or by the Articles of
Incorporation, at each meeting of shareholders, each outstanding
share of the Corporation entitled to vote thereat, shall be
entitled to one vote for each share registered in his name on the
books of the Corporation on each matter voted on at such
shareholders' meeting.

(c)  Each shareholder entitled to vote or to express consent or
dissent without a meeting, may do so in person or by proxy;
provided, however, that the instrument authorizing such proxy to
act shall have been executed in writing by the shareholder himself,
or by his duly authorized attorney-in-fact which is sent to the
Secretary or other officer or agent of the Corporation authorized
to tabulate votes..  No proxy shall be valid after the expiration
of eleven months from the date of its execution, unless the persons
executing it shall have specified therein the length of time it is
to continue in force.  Such instrument shall not be valid until
received by the Secretary, or other officer or agent authorized to
tabulate votes at the meeting and shall be filed with the records
of the Corporation.  The death or incapacity of the shareholder
appointing a proxy does not affect the right of the Corporation to
accept the proxy's authority unless notice of the death or
incapacity is received by the secretary or other officer or agent
of the Corporation authorized to tabulate votes before the proxy
exercises his or her authority under the appointment.

(d)  Any action required or permitted to be taken at a meeting of
the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken shall be signed by all
of the shareholders entitled to vote with respect to the subject
matter thereof.

					3
<PAGE>

		ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office:  (Section 8.03 &
8.06)

(a)  The number of the Directors of the Corporation shall be two,
(note: only one Director is required by law) unless and until
otherwise determined by vote of a majority of the entire Board of
Directors.

(b)  Except as may otherwise be provided herein or in the Articles
of Incorporation, the members of the Board of Directors of the
Corporation, who need not be shareholders or residents of the State
of New York, shall be elected by a majority of the votes cast at a
meeting of shareholders,by the holders of shares entitled to vote
in the election.

(c)  Each Director shall hold office until the next annual meeting
of the shareholders, and until his successor is elected and
qualified, or until his prior death, resignation or removal.

Section 2 - Duties and Powers: (Section 8.01)

The Board of Directors shall manage the business and affairs of the
Corporation.

Section 3 - Annual and Regular Meetings; Notice:  (Section 8.20)

(a)  A regular annual meeting of the Board of Directors shall be held
without any other notice than this Bylaw, immediately following and at
the same place as the annual meeting of the shareholders at the place
of such annual meeting of shareholders.

(b)  The Board of Directors, from time to time, may provide by
resolution for the time and place, either within or without the State of
New York, for the holding of additional regular meetings without other
notice than such resolution.

(c)  The Board of Directors may participate in any meeting of the
Board or conduct such meeting through the use of any means of
communication in which all Directors participating may
simultaneously hear each other during the meeting.  Any or all
Directors participating by this means are deemed to be present and
in person at such meeting.

Section 4 - Special Meetings; Notice:  (Section 8.22 & 8.23)

(a)  Special meetings of the Board of Directors may be called by or
at the request of the President or by one of the Directors, or by
any other officer or individual so specified by the Board, at such
time and place as may be specified in the respective notices or
waivers of notice thereof.

					4
<PAGE>

(b)  The person or person authorized to call such special meeting
may fix any places, either within or without the State of New York,
as the place for holding any such special meeting called by them.

(c)  Notice of special meetings shall be mailed directly to each
Director, addressed to him at his residence or usual place of
business, at least two (2) days before the day on which the meeting
is to be held, or shall be sent to him at such place by telegram,
radio or cable, or shall be delivered to him personally or given to
him orally, not later than the day before the day on which the
meeting is to be held.  If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail, so
addressed, with postage thereon prepaid.  If notice be given by
telegram, such notice shall be deemed to be delivered when the
telegram is delivered by the Telegraph Company.  A notice, or
waiver of notice, except as required by Section 8 of this Article
III, need not specify the purpose of the meeting.

(d)  Any Director may waive notice of any meeting.  The attendance
of a Director at a meeting shall constitute a waiver of notice of
such meeting except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

Section 5 - Chairperson:

At all meetings of the Board of Directors the Chairperson of the
Board, if any and if present, shall preside.  If there shall be no
Chairperson, or he shall be absent, then the President shall
preside, and in his absence, a Chairperson chosen by the Directors
shall preside.

Section 6 - Quorum and Adjournments:  (Section 8.24)

(a)  A majority of the number of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board
of Directors, but if less than such majority is present at the
meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

Section 7 - Manner of Acting: (Section 8.21 & 8.24)

(a)  At all meetings of the Board of Directors, each Director
present shall have one vote, irrespective of the number of shares
of stock, if any, which he may hold.
(b)  If a quorum is present when a vote is taken, the affirmative
vote of a majority of Directors present is the act of the Board of
Directors unless the Articles of Incorporation or these Bylaws
require the vote of a greater number of Directors.

(c)  A Director who is present at a meeting of the Board of
Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken
unless: (I) he objects at the beginning of the meeting, or promptly
upon his arrival, to holding it or transacting business at the
meeting; (ii) his dissent or abstention from the action taken is
entered in the minutes of the meeting; or (iii) he delivers written
notice of his dissent or abstention to the presiding officer of the
meeting before it is adjourned or to the Corporation immediately
after adjournment of the meeting.  The right of dissent or
abstention is not available to a Director who votes in favor of the
action taken.

					5
<PAGE>

(d)  Any action required or permitted to be taken by the Board of
Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by
all of the Directors and included in the minutes or filed with the
corporate records reflecting the action taken.  Any such action
taken without a meeting shall be deemed effective when the last
Director signs the consent, unless the consent specifies a
different effective date. and such signed consent has the effect of
a meeting vote and may be described as such in any document.

(e)  A Director of the Corporation who is present at a meeting of
the Board of Directors when a corporate action is taken is deemed
to have assented to the action taken unless:

	 (i) he or she objects at the beginning of the meeting, or
promptly upon his arrival, to holding it or transacting business at the
meeting;
         (ii) his or her dissent or abstention from the action
taken is entered in the minutes of the meeting; or;
(iii) he or she delivers written notice of his dissent or
abstention to the presiding officer of the meeting before its
adjournment or immediately after adjournment of the meeting. The
right of dissent or abstention is not available to a Director who
votes in favor of the action taken.

Section 8 - Vacancies:  (Section 8.10)

(a)  Unless the Articles of Incorporation of the Corporation or
these Bylaws provide otherwise, if a vacancy occurs on the Board of
Directors, including a vacancy resulting from any increase in
the number of Directors:

	(i) the shareholders may fill the vacancy;
	(ii) the Board of Directors may fill the vacancy; or
	(iii) if  the Directors remaining in office constitute fewer
than a quorum of the Board, they may fill the vacancy
by the affirmative vote of a majority of all the Directors
remaining in office.

(b)  If the vacant office was held by a Director elected by a
voting group of shareholders, only the shareholders of that voting
group are entitled to vote to fill the vacancy if it is filled by
the shareholders.

(c)  A vacancy that will occur at a specific later date may be
filled before the vacancy occurs, but
the new Director may not take office until the vacancy occurs.

					6
<PAGE>

Section 9 - Resignation:  (Section 8.07)

Any director may resign at any time by delivering written notice to
the Corporation.  A resignation is effective when the notice is
delivered unless the notice specifies a later effective date.

Section 10 - Removal of Directors by Shareholders and Directors:
(Section 8.08)

(a)  Any Director may be removed with or without cause at any time
by the shareholders of the Corporation at a special meeting called
for the purpose of removing him and the meeting notice must state
that the purpose, or one of the purposes, of the meeting is removal
of the Director.

(b)  Any Director elected by a voting group of shareholders may be
removed only by the shareholders of that voting group.

(c)  Any Director may be removed for cause by action of the Board.

Section 11 - Salary:  (Section 8.11)

By resolution of the Board of Directors, each Director may be paid
his/her expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a fixed sum for
attendance at each meeting of the Board of Directors.  No such
payment shall preclude any Director from serving the Corporation in
any other capacity and receiving compensation.

Section 12 - Contracts:  (Section 8.31)

(a)  No contract or other transaction between this Corporation and
any other Corporation shall be voidable by the Corporation solely
because of a Director or Directors' interest in a transaction if:
	(i)  the material facts of the transaction and the Director or
Directors' interest was disclosed or known to the Board of
Directors or a committee of the Board of Directors and the Board or
Directors or committee authorized or approved, or ratified the
transaction;
	(ii) the material facts of the transaction and the Director or
Directors' interest were disclosed or known to the shareholders entitled
to vote and they authorized, approved, or ratified the transaction; or
	(iii) the transaction was fair to the Corporation.

					7
<PAGE>

Such interested Director or Directors may be counted in determining
the presence of a quorum at such meeting.  However, such interested
Director or Directors may not be counted in determining a vote by
the Board of Directors to ratify such contract or transaction in
which such Director or Directors is/are interested.

Section 13 - Committees:  (Section 8.25)

The Board of Directors may, by resolution, authorize one or more
committees and appoint members of the Board of Directors to serve
on such committees with such powers and authority, to the extent
permitted by law, as may be provided in such resolution. Sections
2, 3, 4, 6, and 7 of these Bylaws, governing authority of the Board
of Directors, meetings, action without meetings, notice and quorum
and voting requirements shall apply to committees and their members
as well.

Section 14 - Contracts:

The Board of Directors may authorize any Officer or Officers, agent
or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

Section 15 - Loans:

No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.  Such
authority may be general or confined to specific instances.

Section 16 - Checks, Drafts, etc.:

All checks, drafts or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such Officer or Officers, agent or
agents of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.

Section 17 - Deposits:

All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in
such banks, trust companies or other depositaries as the Board of
Directors may select.

					8
<PAGE>

		ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election and Term of Office:
(Section 8.40)

(a)  The officers of the Corporation shall consist of a President,
one or more Vice-Presidents (the number thereof to be determined by
the Board of Directors), a Secretary, a Treasurer, and such other
officers, including a Chairperson of the Board, as the Board from
time to time may deem necessary, each of which is elected by the
Board of Directors. Any Officer need not be a Director or
shareholder of the Corporation.  Any two or more offices may be
held by the same person.

(b)  The officers of the Corporation shall be elected annually by
the Board of Directors at the first meeting of the Board following
each annual meeting of shareholders.  If the election of Officers
shall not be held at such meeting, such election shall be held as
soon thereafter as conveniently may be possible.

(c)  Each officer shall hold office until the annual meeting of the
Board of Directors next succeeding his/her election, and until
his/her successor shall have been duly elected and shall have been
qualified, or until his/her death, resignation or removal.

Section 2 - Resignation:  (Section 8.43)

Any officer may resign at any time by delivering written notice of
such resignation to the Corporation.  Such resignation shall become
effective when delivered to the Corporation, unless such resignation
specifies a later effective date.  If such resignation is made
effective at a later date and the Corporation accepts the future
effective date, the Corporation's Board of Directors may fill
the pending vacancy before the effective date if the Board of
Directors provides that the successor does not take office until
the effective date.

Section 3 - Removal:  (Section 8.43)

The Board of Directors may remove any officer at any time with or
without cause.

Section 4 - Vacancies: (Section 8.43)
A vacancy in any office by reason of death, resignation, inability
to act, disqualification, or otherwise, may at any time be filled
for the unexpired portion of the term by the Board of Directors.

Section 5 - Duties of Officers:  (Section 8.41)

Each officer has the authority and shall perform the duties set
forth in these Bylaws, and to the extent consistent with these
Bylaws, the duties prescribed by the Board of Directors or by the
direction of an officer or officers authorized by the Board of
Directors to prescribe the duties of officers.

					9
<PAGE>

Section 6 - President:

The President shall be the Principal Executive Officer of the
Corporation and, subject to the control of the Board of Directors,
shall in general supervise and control all of the business and
affairs of the Corporation.  He/she shall, when present, preside at
all meetings of the shareholders of the Corporation and of the
Board of Directors. He/She may sign, with the Secretary or any
other proper Officer of the Corporation thereunto authorized by the
Board of Directors, certificates for shares of the Corporation and
deeds, mortgages, bonds, contracts, or other instruments which the
Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some
other Officer or agent of the Corporation, or shall be required by
law to be otherwise signed or executed, and in general shall
perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from
time to time.

Section 7 - Vice-Presidents:

In the absence of the President or in the event of his/her death,
inability or refusal to act, the Vice-President or Vice-Presidents,
in the order designated at the time of their election, or in the
absence of any designation, in the order of their election, shall
perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the
President.  Any Vice-President may sign, with the Secretary or an
Assistant Secretary, certificates for shares of the Corporation,
and shall perform such other duties as from time to time may be
assigned to him/her by the President or by the Board of Directors.

Section 8 - Secretary:

The Secretary shall:
(a)  keep the minutes of the proceedings of the shareholders and of
the Board of Directors in one or more books provided for that
purpose;
(b)  see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law;
(c)  be custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed to
all documents the execution of which on behalf of the Corporation
under its seal is duly authorized;
(d)  keep a register of the post office address of each shareholder
of the Corporation, which shall be furnished, to the Secretary by
such shareholder.
(e)  sign with the President, or a Vice-President, certificates for
shares of the Corporation, the issuance of which shall have been
authorized by resolution of the Board of Directors;
(f)  have general charge of the stock transfer books of the
Corporation; and
(g)  in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be
assigned to him/her by the President or by the Board of Directors.

Section 9 - Treasurer:

The Treasurer shall:
(a)  have charge and custody of and be responsible for all funds
and securities of the Corporation;
(b)  receive and give receipts for moneys due and payable to the
Corporation from any source

					10
<PAGE>

whatsoever, and deposit all such moneys in the name of the
Corporation in such banks, trust companies or other depositories as
shall be authorized by the Board of Directors; and
(c)  in general perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned by the President or by the Board of Directors.  If
required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his/her duties in such sum and with
such surety or sureties as the Board of Directors shall determine.

Section 10 - Assistant Secretaries and Assistant Treasurers:

The Assistant Secretaries, when authorized by the Board of
Directors, may sign with the President, or a Vice-President,
certificates for shares of the Corporation the issuance of which
shall have been authorized by a resolution of the Board of
Directors.  The Assistant Treasurers shall respectively, if
required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and such sureties as the
Board of Directors shall determine.  The Assistant Secretaries and
Assistant Treasurers, in general shall perform such duties as shall
be assigned to them by the Secretary or Treasurer, respectively, or
by the President or the Board of Directors.

Section 11 - Salaries:

The Board of Directors shall fix the salaries of the Officers from
time to time.

Section 12 - Contracts:

The Board of Directors may authorize any Officer or Officers, agent
or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

Section 13 - Loans:

No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors.

Section 14 - Checks, Drafts, etc.:

All checks, drafts or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such Officer or Officers, agent or
agents of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.

Section 15 - Shares of Other Corporations:  (Section 6.11)

The President, any Vice-President, or such other person as the
Board of Directors may authorize may execute any proxy, consent, or
right to vote possessed by the Corporation in shares of stock owned
by the Corporation subject to the direction of the Board of
Directors.

					11
<PAGE>

		ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:  (Section 6.25 & 6.26)

(a)  The Board of Directors may authorize the Corporation to issue
some or all of its shares with or without certificates.  The
certificates representing shares of the Corporation shall be in
such form as shall be adopted by the Board of Directors, and shall
be numbered and registered in the order issued. They shall bear the
holder's name and the number of shares, and shall be signed by (I)
the Chairman of the Board or the President or a Vice President, and
(ii) the Secretary or any Assistant Secretary, and may bear the
corporate seal or a facsimile thereof.  The signatures of such
Officers upon a certificate may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other
than the Corporation itself or one of is employees and such
certificates shall remain valid if the person who signed such
certificate no longer holds office when the certificate is issued.
The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer shall
be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered
and canceled, except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefore upon such terms and
indemnity to the Corporation as the Board of Directors may
prescribe.

(b)  No certificate, if any, representing shares shall be issued
until the full amount of consideration therefore has been paid,
except as otherwise permitted by law.

(c) The Board of Directors may authorize the issuance of
certificates for fractions of a share, either represented by a
certificate or not, which shall entitle the holder to exercise
voting rights, receive dividends and participate in any assets of
the Corporation in the event of liquidation, in proportion to the
fractional holdings; or it may authorize the payment in cash of the
fair value of fractions of a share as of the time when those
entitled to receive such fractions are determined; or it may
authorize the issuance, subject to such conditions as may be
permitted by law, of scrip in registered or bearer form over the
signature of an officer or agent of the Corporation, exchangeable
as therein provided for full shares, but such scrip shall not
entitle the holder to any rights of a shareholder, except as
therein provided.

(d)  The Board of Directors, from time to time, may authorize the
issuance of some or all of the shares of the Corporation of any or
all of its classes or series without certificates.  (Such shares
shall be known as "uncertificated shares"). Such authorization by
the Board of Directors does not effect shares of the Corporation
already represented certificates until they are surrendered to the
Corporation.  Within a reasonable time after the issue or transfer
of such uncertificated shares, the Corporation shall send the
shareholder a written statement of the information required by law
and these Bylaws on certificates of shares of the Corporation.

					12
<PAGE>

Section 2 - Lost or Destroyed Certificates:  (Section 6.25)

The Board of Directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact
by the owner claiming the certificate or shares to be lost, stolen
or destroyed.  When authorizing such issue of a new certificate or
certificates, the Board of Directors may, at its discretion and as
a condition precedent to the issuance thereof, require the owner of
such lost, stolen or destroyed certificate or certificates, or
his/her legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.

Section 3 - Transfers of Shares:  (Section 6.27)

(a)  Upon surrender to the Corporation or the transfer agent of the
Corporation a certificate, when such shares are certificated
shares, for shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person
entitled thereto and to cancel the old certificate and record the
transaction upon its books.

Section 4 - Record Date:  (Section 7.07)

In lieu of closing the share records of the Corporation, the Board
of Directors may fix, in advance, a date not exceeding seventy days,
nor less than ten days, as the record date for the determination of
shareholders entitled to receive notice of, or to vote at, any
meeting of shareholders, or to consent to any proposal without a
meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or
for the purpose of any other action.  If no record date is fixed,
the record date for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the
close of business on the day next preceding the day on which notice
is given, or, if no notice is given, the day on which the meeting is
held; the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the
resolution of the directors relating thereto is adopted.  A
determination of shareholders of record entitled to notice of or to
vote at a shareholders' meeting is effective for any adjournment
thereof, unless the Directors fix a new record date for the adjourned
meeting, which it must do if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
If a court orders a meeting adjourned to a date more than 120 days
after the date fixed for the original meeting, it may provide that
the original record date continues in effect or it may fix a new
record date. The record date for determining shareholders entitled
to demand a special meeting or to act without a meeting is the date
the first shareholder signs the demand.

Section  5 - Shareholders' List:  (Section 7.20)

The Corporation shall prepare an alphabetical list of the names of
all shareholders who are entitled to notice of a shareholders'
meeting, arranged by voting group, (and within each voting group by
class or series of shares), and show the address of and number of
shares held by each shareholder. Such shareholders' list must be
available for inspection by any shareholder beginning two business
days after notice of the meeting is given for which the list was
prepared and continuing through the meeting, and any adjournment
thereof at the Corporation's principal office or a place identified
as to where the meeting will be held. A shareholder, his agent or
attorney may, on written demand submitted to the Corporation
inspect and copy such list during regular business hours and at his
expense, during the period it is available for inspection.

					13
<PAGE>

		ARTICLE VI - DIVIDENDS  (Section 6.40)

Subject to applicable law, dividends may be declared and paid out
of any funds available therefore, as often, in such amounts, and at
such time or times as the Board of Directors may determine so long
as the Corporation is able to pay its debts as they become due in
the usual course of business and the Corporation's total assets
exceed its liabilities once such dividend has been declared and
paid.

		ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and altered if
necessary, by the Board of Directors from time to time, subject to
applicable law.

		ARTICLE VIII - CORPORATE SEAL  (Section 3.02)

The corporate seal shall be in such form as shall be approved from
time to time by the Board of Directors.

		ARTICLE IX - WAIVER OF NOTICE (Section 7.06 & 8.23)

Whenever any notice is required to be given to any shareholder or
Director of the Corporation under these Bylaws or under the law, a
waiver thereof in writing signed by the person or persons entitled
to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.

		ARTICLE X - AMENDMENTS  (Section 10.20)

Section 1 - By Shareholders:

All Bylaws of the Corporation shall be subject to amend or repeal,
and new by-laws may be made, by a majority vote of the shareholders
at the time entitled to vote in the election of Directors even
though these Bylaws may also be amended or repealed by the Board of
Directors.

Section 2 - By Directors:

The Board of Directors shall have power to make, adopt, alter,
amend and repeal, from time to time, Bylaws of the Corporation;
provided, however, that the shareholders entitled to vote with
respect thereto as in this Article IX above-provided may alter,
amend or repeal Bylaws made by the Board of Directors, except that
the Board of Directors shall have no power to change the quorum for
meetings of shareholders or of the Board of Directors, or to change
any provisions of the Bylaws with respect to the removal of
Directors or the filling of vacancies in the Board resulting from
the removal by the shareholders or to amend or repeal a particular
Bylaw which the shareholders stated, when passing such Bylaw, was
not subject to amendment or repeal by the Board of Directors.  If
any Bylaw regulating an impending election of Directors is adopted,
amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the
election of Directors, the Bylaw so adopted, amended or repealed,
together with a concise statement of the changes made.







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.133 CERT
<SEQUENCE>5
<FILENAME>certificate.txt
<DESCRIPTION>EXAMPLE COMPANY SHARE CERTIFICATE
<TEXT>
EX-4
<FILENAME>
SHARE CERTIFICATE

				Exhibit 4
			   [Share Certificate]

			  A New York Corporation

 Number								Shares

  XXX								  XXX


			CAPE COASTAL TRADING CORPORATION


		50,000,000 total authorized shares of COMMOM STOCK


The transfer of this security is restricted.  See the Bylaws, or
Shareholder Agreement for details


This Certifies that________________________ is the registered holder of
______________Shares Of the Common Stock of CAPE COASTAL TRADING COPORATION

transferable only on the books of the Corporation by the holder
hereof in person or by Attorney upon surrender of this Certificate
properly endorsed.

In Witness Whereof, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and its
Corporate Seal to be hereunto affixed this          day of
                     A.D. 20    .

/s/ Trae O. High                               /s/ Kwajo M. Sarfoh
__________________				____________________
Secretary						President


			     (corporate seal)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2D HOLDERS RTS
<SEQUENCE>6
<FILENAME>regrights.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT BETWEEN SHAREHOLDER AND COMPANY
<TEXT>
EX-10.3
<FILENAME>
REGISTRATION RIGHTS AGREEMENT

				Exhibit 10.3
		       [Registration Rights Agreement]

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") is by and between CAPE
COASTAL TRADING CORPORATION, a New York corporation (the "Company"), and
_________________ (the "Holder") dated as of _____________.


				WITNESSETH:

WHEREAS, the Company has issued Holder _______ shares of the Company's common
stock (the "Shares" or "Common Stock") at $.10 per Share.

WHEREAS, the Company desires to grant to the Holder certain registration
rights in respect of the issuance or resale of the Shares and the Shares
which are also referred to herein as "the Securities".

NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


				ARTICLE ONE
Registration Rights Agreement

Section 1.1	Piggyback Registration Rights.  The Company covenants and
agrees with any holder of the Securities that if, at any time within the
period commencing on the date hereof and ending on December 31, 2002, it
proposes to file a registration statement with respect to any class of equity
or equity-related security (other than in connection with an offering to the
Company's employees or in connection with an acquisition, merger or similar
transaction) under the Securities Act in a primary registration on behalf of
the Company and/or in a secondary registration on behalf of holders of such
securities and the registration form to be used may be used for registration
of the Securities, the Company will give prompt written notice to the holders
of Securities at the addresses appearing on the records of the Company of its
intention to file a registration statement and will offer to include in such
registration statement, subject to paragraphs i and ii of this Section 1.1
such number of Securities with respect to which the Company has received
written requests for inclusion therein within twenty (20) days after the
giving of notice by the Company.  All registrations requested pursuant to
this Section 1.1 are referred to herein as "Piggyback Registrations".  All
Piggyback Registrations pursuant to this Section 1.1 will be made solely at
the Company's expense.  This Section is not applicable to a registration
statement filed by the Company on Forms S-4 or S-8 or any successor forms.

i.	Priority on Primary Registrations.  If a Piggyback
Registration includes an underwritten primary registration on behalf of the
Company and the underwriter(s) for such offering determines in good faith
and advises the Company in writing that in its/their opinion the number of
Securities requested to be included in such registration exceeds the number
that can be sold in such offering without materially adversely affecting the
distribution of such securities by the Company, the Company will include in
such registration (A) first, the securities that the Company proposes to sell
and (B) second, the Securities requested to be included in such registration,
apportioned pro rata among the holders of the Securities and holders of other
securities requesting registration.

					1
<PAGE>

ii.	Priority on Secondary Registrations.  If a Piggyback
Registration consists only of an underwritten secondary registration on behalf
of holders of securities of the Company, and the underwriter(s) for such
offering advises the Company in writing that in its/their opinion the number
of Securities requested to be included in such registration exceeds the number
which can be sold in such offering without materially adversely affecting the
distribution of such securities, the Company will include in such registration
(A) first, the securities requested to be included therein by the holders
requesting such registration, and (B) second, the Securities requested to be
included in such registration and securities of holder of other securities
requested to be included in such registration statement, pro rata among
all  such holders on the basis of the number of shares requested to be included
by each such holder, provided, however, the Company will use its best efforts to
include not less than 20% of the Securities.

Notwithstanding the foregoing, if any such underwriter shall determine
in good faith and advise the Company in writing that the distribution of the
Securities requested to be included in the registration concurrently with the
securities being registered by the Company would materially adversely affect
the distribution of such securities by the Company, then the holders of such
Securities shall delay their offering and sale for such period ending on the
earliest of (1) 90 days following the effective date of the Company's
registration statement, (2) the day upon which the underwriting syndicate, if
any, for such offering shall have been disbanded or, (3) such date as the
Company, managing underwriter and holders of Securities shall otherwise agree.
In the event of such delay, the Company shall file such supplements, post-
effective amendments and take any such other steps as may be necessary to
permit such holders to make their proposed offering and sale for a period of
120 days immediately following the end of any such period of delay.  If any
party disapproves the terms of any such underwriting, it may elect to withdraw
therefrom at any time prior to the effective date of such underwriting by
written notice to the Company, the underwriter, and the holder.  Notwithstanding
the foregoing, the Company shall not be required to file a registration
statement to include shares pursuant to this Section 1 if independent counsel,
reasonably satisfactory to the Company and the Holder, renders an opinion to the
Company and the Holder that all of the Securities proposed to be disposed of may
be transferred pursuant to the provisions of Rule 144 under the Securities Act
or otherwise without registration under the Securities Act.  The Company hereby
undertakes and covenants to take all steps reasonably necessary to facilitate
the resale of Securities pursuant to Rule 144.  Neither the failure of the
Holder to exercise its Piggyback Registration Rights hereunder on any one or
more occasions nor the Holder's election to withdraw from an underwriting shall
be deemed to waive or modify the Holder's Piggyback Registration Rights
hereunder in the future.

Section 1.2	Actions to be taken by the Company.  In connection with the
registration of Securities hereunder, the Company agrees to (i) bear the
expenses of any registration; provided, however, that in no event shall the
Company be obligated to pay (A) any fees and disbursements of any special or
other counsel for holders of Securities, (B) any underwriters' discount or
commission in respect of such Securities, and (C) any stock transfer taxes
attributable to the sale of the Securities; (ii) use its best efforts to
register or qualify the Securities for offer or sale under state securities or
Blue Sky laws of such jurisdictions in which such holders shall reasonably
request, provided, however, that no qualification shall be required in any
jurisdiction where, as a result thereof, the Company would be subject to
service of general process or to taxation as a foreign corporation doing
business in such jurisdiction to which it is not then subject; (iii) enter
into a cross-indemnity agreement, in customary form, with each underwriter, if
any, and each holder of securities included in such registration statement; and
(iv) prepare and file with the SEC a registration statement with respect to
such Securities and use commercially reasonable efforts to cause such
registration statement to become effective as soon thereafter as possible, and
promptly notify Holder in writing, (a) when such registration statement becomes
effective, (b) when any post-effective amendment to such registration statement
becomes effective, and (c) of any request by the SEC for any amendment or
supplement to such registration statement or any final prospectus relating
thereto or for additional information; (v) prepare and file with the SEC such
amendments and supplements to such registration statement and the final
prospectus used in connection therewith as may be necessary to keep such
registration statement effective for at least 120 days or until the Holder has
completed the distribution described in the registration statement relating
thereto, whichever occurs first, and to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement during such period in accordance with the intended
methods of disposition by Holders set forth in such registration statement;
(vi) furnish to Holder such number of copies of such registration statement
and of each such amendment and supplement thereto, as well as such number of
copies of the prospectus included in such registration statement (including
each preliminary prospectus and summary prospectus), in conformity with the
requirements of the Securities Act, and such other documents as Holder may
reasonably request in order to facilitate the sale or distribution of the
Securities by Holder; and (vii) promptly notify Holder, at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of Company becoming aware that the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing; and, at the request of Holder, promptly prepare
and furnish to Holder a reasonable number of copies of an amended or
supplemental prospectus as may be necessary so that, as thereafter delivered
to the purchasers of such Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing.


					2
<PAGE>

Section 1.3	Action to be Taken by the Holders.  The Company's obligations
under this Section 1 shall be conditioned upon a timely receipt by the Company
in writing of: (i) information as to the terms of such public offering
furnished by or on behalf of each holder of Securities intending to make a
public offering of his, her or its Securities, and (ii) such other information
as the Company may reasonably require from such holders, or any underwriter for
any of them, for inclusion in such registration statement.

Section 1.4	Exclusive Rights.  The Holder shall have no registration
rights except as expressly set forth herein.

				ARTICLE TWO
Indemnification

SECTION 2.1  Indemnification by the Company.  In the event of any registration
of the Securities of the Company under the Act, the Company agrees to indemnify
and hold harmless Holder and each other person who participates as an
underwriter in the offering or sale of such Securities against any and all
claims, demands, losses, costs, expenses, obligations, liabilities, joint or
several, damages, recoveries and deficiencies, including interest, penalties
and attorneys' fees (collectively, "Claims"), to which Holder or underwriter
may become subject under the Act or otherwise, insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based on any untrue statement or alleged untrue statement
70
<PAGE>
of any material fact contained in any registration statement under which
Holder's Securities were registered under the Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Company will reimburse Holder and
each such underwriter for any legal or any other expenses reasonably incurred
by them in connection with investigating or defending any such Claim (or
action or proceeding in respect thereof); provided that the Company shall not
be liable in any such case to the extent that any such Claim (or action or
proceeding in respect thereof) or expense arises out of or is based on an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance on and in
conformity with written information furnished to the Company through an
instrument duly executed by Holder specifically stating that it is for use in
the preparation thereof.  Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of Holder or any such
underwriter and shall survive the transfer of the Securities by Holder.

SECTION 2.2  Indemnification by Holder.  The Company may require, as a
condition to including the Securities in any registration statement filed
pursuant to this Agreement, that the Company shall have received an
undertaking satisfactory to it from Holder, to indemnify and hold harmless (in
the same manner and to the same extent as set forth in Section 2.1) the
Company, each director of the Company, each officer of the Company and each
other person, if any, who controls the Company, within the meaning of the Act,
with respect to any statement or alleged statement in or omission or alleged
omission from such registration statement, any preliminary prospectus
contained therein, or any amendment or supplement thereto, if such statement
or alleged statement or omission or alleged omission was made in reliance on
and in conformity with written information furnished to the Company through an
instrument duly executed by Holder specifically stating that it is for use in
the preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement.  Notwithstanding the
foregoing, the maximum liability hereunder which any holder shall be required
to suffer shall be limited to the net proceeds to such Holder from the
Securities sold by such Holder in the offering.  Such indemnity shall remain
in full force and effect, regardless of any investigation made by or on behalf
of the Company or any such director, officer or controlling person and shall
survive the transfer of the Securities by Holder.

SECTION 2.3  Notices of Claims, etc.  Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a Claim referred to in this Article Two, such indemnified party will,
if a claim in respect thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action, provided that
the failure of any indemnified party to give notice as provided herein shall
not relieve the indemnifying party of its obligations under this Article Two,
except to the extent that the indemnifying party is actually prejudiced by
such failure to give notice.  In case any such action is brought against an
indemnifying party, unless in such indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may
exist in respect of such Claim, the indemnifying party shall be entitled to
participate in and to assume the defense thereof, jointly with any other

					3
<PAGE>

indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation.  No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such Claim.

SECTION 2.4  Indemnification Payments.  The indemnification required by this
Article Two shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.

				ARTICLE THREE
Miscellaneous

SECTION 3.1  Consent to Amendments.  Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended or waived only by the
written agreement of the Company and the Holder of 51% or more of the shares
of Common Stock and shall be effective only to the extent specifically set
forth in such writing.

SECTION 3.2  Term of the Agreement.  This Agreement shall terminate with
respect to Holder on the earlier to occur of (i) all of the Securities having
been registered as provided in Article One or (ii) December 31, 2002.

SECTION 3.3  Successors and Assigns.  Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto are transferable and will bind and inure
to the benefit of the respective successors and assigns of the parties hereto,
but only if so expressed in writing.

SECTION 3.4  Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.

SECTION 3.5  Delays or Omissions.  No failure to exercise or delay in the
exercise of any right, power or remedy accruing to Holder on any breach or
default of the Company under this Agreement shall impair any such right,
power or remedy nor shall it be construed to be a waiver of any such breach
or default.

SECTION 3.6  Remedies Cumulative.  All remedies under this Agreement, or by
law or otherwise afforded to any party hereto shall be cumulative and not
alterative.

SECTION 3.7  Descriptive Headings.  The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this

Agreement.  Unless clearly denoted otherwise, any reference to Articles or
Sections contained herein shall be to the Articles or Sections of this
Agreement.

					4
<PAGE>

SECTION 3.8  Notices.  Any notices required or permitted to be sent hereunder
shall be delivered personally or mailed, certified mail, return receipt
requested, to the following addresses, and shall be deemed to have been
received on the day of personal delivery or within three business days after
deposit in the mail, postage prepaid:

			If to the Company, to:

			CAPE COASTAL TRADING CORPORATION
			C/o Jason Karavias, Esq.
			301 West 53rd Street, 6C
			New York, New York 10019
			Attention: Kwajo Sarfoh

			If to Holder, to:

			____________________________
			____________________________
			____________________________
			____________________________


SECTION 3.9  Governing Law.  The validity, meaning and effect of this
Agreement shall be determined in accordance with the laws of the State of New
York applicable to contracts made and to be performed in that state.

SECTION 3.10  Final Agreement.  This Agreement, together with those documents
expressly referred to herein, constitutes the final agreement of the parties
concerning the matters referred to herein, and supersedes all prior agreements
and understandings.

SECTION 3.11  Execution in Counterparts.  This Agreement may be executed in
any number of counterparts, each of which when so executed and delivered shall
be deemed an original, and such counterparts together shall constitute one
instrument.

The parties hereto have executed this Agreement as of the date first
set forth above.


			COMPANY:

			CAPE COASTAL TRADING CORPORATION

			By________________________________________
    			Kwajo Sarfoh, President


			HOLDER:

			__________________________________________


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>7
<FILENAME>attyopinion.txt
<DESCRIPTION>LEGAL OPINION FOR SB-2
<TEXT>

EX-5
<FILENAME>
OPINION AND CONSENT OF LEGAL COUNSEL

				Exhibit 5
		 [Opinion and Consent of Legal Counsel]

May 20, 2003

Cape Coastal Trading Corporation
301 West 53, 6C
New York, NY 10019

Re:  Cape Coastal Trading Corporation (the "Company")
     Registration Statement on Form SB-2 (the "Registration Statement")

Ladies and Gentlemen:

	I have acted as counsel to the Company in connection with the preparation
of the Registration Statement filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "1933 Act"), relating
to the proposed offering of up to 2,516,500 shares of the Company's common
stock, par value $.001 per share (the "Stock").

	I am furnishing this opinion to you in accordance with Item 601(b)(5) of
Regulation S-B promulgated under the 1933 Act for filing as Exhibit 5 to the
Registration Statement.

        I am familiar with the Registration Statement, and I have examined the
Corporation's Certificate of Incorporation, as amended to date, the
Corporation's Bylaws, as amended to date, and minutes and resolutions of the
Corporation's Board of Directors and shareholders. I have also examined such
other documents, certificates, instruments and corporate records, and such
statutes, decisions and questions of law as I have deemed necessary or
appropriate for the purpose of this opinion. In such examinations, I have
assumed the genuineness of signatures and the conformity to the originals of
the documents supplied to me as copies. As to various questions of fact
material to this opinion, I have relied upon statements and certificates of
officers and representatives of the Company.

	Upon the basis of this examination, I am of the opinion that the shares
of stock offered by the selling shareholders have been authorized, are validly
issued, fully paid, and are non-assessable. If transferred or sold in
accordance to the terms of the prospectus, they would continue to be legally
issued, fully paid, non-assessable shares of the Company.

	I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and with such state regulatory agencies in such states
as may require such filing in connection with the registration of the stock for
offer and sale in those states and to the reference under the caption "Legal
Matters" in the prospectus included in the Company's registration statement.

Sincerely,

/s/ Jason L. Karavias, Esq.






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.14 OTH CONSENT
<SEQUENCE>8
<FILENAME>cpaconsent.txt
<DESCRIPTION>AUDITOR CONSENT LETTER
<TEXT>
EX-24.1
<FILENAME>
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS

				Exhibit 24.1
	[Consent of Thomas Leger & Co. L.L.P., Certified Public Accountants]

INDEPENDENT AUDITOR'S CONSENT

We hereby consent to the incorporation in the Registration
Statement on Form SB-2 of Cape Coastal Trading Corp of our report
dated February 21, 2003, appearing in the Prospectus which is part
of this Registration Statement.

We also consent to the reference to us under the headings
"Experts" in such Prospectus.

Our report, dated February 21, 2003, includes an emphasis
paragraph relating to an uncertainty as to the Company's ability
to continue as a going concern.

/s/ Thomas Leger & Co., L.L.P.
Thomas Leger & Co., L.L.P.

Houston, Texas
May 16, 2003






</TEXT>
</DOCUMENT>
</SUBMISSION>
