
<SEC-DOCUMENT>
<SEC-HEADER>
ACCESSION NUMBER:
CONFORMED SUBMISSION TYPE:	SB-2/A
PUBLIC DOCUMENT COUNT:
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/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-105393
		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 October 20 , 2003

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

  			  AMENDMENT NO. 4 TO FORM SB-2/A
                              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.
                               47-20 Greenpoint Avenue
                                Sunnyside, NY 11104
                                  (718) 729-5959

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

                               October 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. (  ).

<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        |	316,500      |  $.20		 |    $63,300	    |   $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

                         316,500 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.

Concurrently with this offering, there are an additional 66,500 shares of
its common stock being offered for sale by selling shareholders. These
shares will be offered initially at a fixed price of $.20 per share for the
duration of the offering. 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.

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 6 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       $13,300                 None              None
by selling shareholders
(66,500)

</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 fixed price of $.20 per share for the duration
     of the offering.
(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. Aany representation to the contrary
is a criminal offense.

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.

      THE DATE OF THIS PROSPECTUS IS October 20 , 2003

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.
					1

<Page>

INSIDE FRONT AND OUTSIDE BACK COVER OF THE PROSPECTUS:

Until Febuary 17, 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		  2
3     	Summary Information and Risk Factors				  3
4     	Use of Proceeds							 12
5	Determination of Offering Price					 13
6	Dilution							 14
7	Selling Security Holders					 15
8	Plan of Distribution						 17
9	Legal Proceedings						 19
10	Directors, Executive Officers, Promoters and Control Persons	 19
11	Security Ownership of Certain Beneficial Owners and Management	 20
12	Description of Securities					 20
13	Interest of Named Experts and Counsel				 21
14	Indemnification							 22
15	Description of Business						 23
16	Management's Discussion and Analysis or Plan of Operation	 26
17	Description of Property						 29
18	Certain Relationships and Related Transactions			 29
19	Market for Common Equity and Related Stockholder Matters	 30
20	Executive Compensation						 30
21	Financial Statements						 31
22	Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure					 44

					2
<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 and its fiscal year ends on December
31. Since its incorporation CCTC has beenin its developmental stages. CCTC
has had no revenues from operations since its inception and has incurred, and
continuesto incur, operating losses. CCTC anticipates obtaining future revenues
from the import and sale of artworks and crafts produced primarily in Ghana,
Africa by skilled native 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.

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 an inventory of several artworks and crafts
directly from Ghana during a visit 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.

					3
<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 orally
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.  If additional funds are necessary to
continue to market and sustain operations until we are able to sustain
operations through sales, then CTCC will seek loans. If, after seeking sources
of debt to proceed with CCTC's 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 through either a private
placement or through future offerings of publicly traded common stock.  Should
this occur, any investor who purchases through this offering will experience
additional dilution in its ownership of this company.

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.
CCTC has no other employees at this time and does not expect to hire any
staff until future operations deem it to be necessary. At the present time,
CCTC has no binding contractual commitments that would create a future
liability.
					4
<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 FOR THE PERIOD
			       ENDED JUNE 30, 2003
			       	  (UNAUDITED)

				     ASSETS
<S>								<C>
CURRENT ASSETS
Cash								$3,393

Inventory      							   425
								------
     Total current assets					 3,818

FIXED ASSETS, NET						 1,875
								------
TOTAL ASSETS							 5,693
								======
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable						   300

Payable to shareholder						  1325
								------
TOTAL current liabilities					 1,625

STOCKHOLDERS' EQUITY
Common stock: $.001 par value; 50,000,000
shares authorized, 266,500 issued and
outstanding							 2,266

Paid-in capital 						 7,673

Retained deficit accumulated in the
development stage						(5,871)
								-------
Total stockholders' equity					 4,068
								------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY								$5,693
								======
</TABLE>

					5
<PAGE>

<TABLE>
<CAPTION>
				CAPE COASTAL TRADING CORP.
			       (A DEVELOPMENT STAGE COMPANY)
		      	  STATEMENT OF LOSS FOR THE PERIOD FROM
			   JANUARY 1, 2003 TO JUNE 30, 2003

<S>								<C>
REVENUES
Sales					  			$  125
Cost of Goods Sold			     			    75
					  			------
Gross Profit				     			    50
					 			------

EXPENSES
General and administrative 					 $1,520

Franchise tax							    455
								 -------
Loss from operations and before taxes			 	 (1,975)
								--------
PROVISION FOR INCOME TAXES					    -
								--------
Net loss 							$(1,925)
								========
LOSS PER SHARE
 Basic and diluted						$(0.00)
								--------

WEIGHTED AVERAGE SHARES OUTSTANDING
 Basic and diluted						2,232,521
								---------
</TABLE>

					6
<PAGE>

RISK FACTORS


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.

CCTC is a start-up company that markets and sells products that it imports
and exports. Messrs. Sarfoh and High, the current officers of CCTC, have
effective control over all decisions regarding both policy and operations
of CCTC with no oversight from other management.  Messrs. Sarfoh and High do
not have any experience in the area of starting-up and properly staffing a
company, operating an import and export business, or operating an Internet
business.  The success of CCTC is contingent upon these individuals ability
to make appropriate business decisions in these areas.  It is possible that
this lack of relevant operational experience could prevent CCTC from becoming
a profitable business and an investor from obtaining a return on his investment
in CCTC.

ADDITIONAL CAPITAL INVESTMENT IN CCTC MAY NOT RESULT IN FUTURE PROFITS.

CCTC is operating at a loss which may continue in the future. It cannot be
determined if an additional capital investment in CCCT will permit CCTC to
recognize a profit in the future. As of June 30, 2003, CCTC has sustained
operating losses of $5,871.00. The amount of this loss should not be
indicative of future losses sustainable by CCTC.  As of June 30, 2003,
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 market, procure the delivery of its products, and
operate its business.

					7
<PAGE>

MANAGEMENT MAY HAVE UNDERESTIMATED THE SIZE OF THE CONSUMER MARKET FOR
THEIR PRODUCTS, WHICH MAY NEGATIVELY IMPACT FUTURE SALES AND PROFITS.

At the present time, CCTC has only evaluated the marketability of its
products based upon the management's perception of the potential value of
african artworks and crafts in the marketplace.  Once CCTC obtains
the necessary capitalization, it will immediately commence direct and
targeted marketing of its products, other than on its website at
www.ghanacrafts.com and to 100 selected Historically Black Colleges and
Universities (HBCUs). CCTCs website has just been launched on the World
Wide Web and 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 AFRICAN ARTWORKS
AND CRAFTS, WHICH WOULD PREVENT US FROM BECOMING PROFITABLE.

We may not be able to convert a large number of consumers who purchase
African artworks and crafts, both while visiting Africa, and from
traditional shopping methods, to online shopping for African artworks and
crafts. As a result CCTC 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.

					8
<PAGE>

CCTC MAY NOT BE ABLE TO DIFFERENTIATE ITS ARTWORKS AND CRAFTS FROM
COMPETITORS WHICH MAY ADVERSELY IMPACT THE COMPANY'S ABILITY TO RECOGNIZE A
PROFIT.

CCTC will be competing with importers of artworks and crafts who sell
similar products to the company's target population and 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 focus its marketing on
the authentic designs of its products and target the segments of the industry
that will best appreciate this design.

CCTC DOES NOT HAVE FORMALIZED AGREEMENTS WITH ITS SUPPLIERS WHICH COULD
RESULT IN INCREASED ACQUISITION COSTS.

CCTCs agreement with Lizmof Enterprise and Gye Nyame Handicraft Co. Producers
and Exporters is oral in nature. No formalized contract has been entered
into thus exposing the company to market price fluctuations which could result
in increased product acquisition costs. CCTC expects to formalize an agreement
with the above named suppliers upon depletion of its current inventory on hand
or upon receiving a specialized customer order from its website.  In order to
compete, CCTC will have to be assured that it can continually procure a
quality product at a competitive price. The lack of a written contract could
expose CCTC to increased prices per unit.

OUR PRINCIPAL STOCKHOLDER CONTROLS THE BUSINESS AFFAIRS OF CCTC AND THUS
INVESTORS WILL HAVE LIMITED OR NO PARTICIPATION IN OUR BUSINESS AFFAIRS.

Currently, our principal stockholder and President, Kwajo Sarfoh,
owns approximately 79.4% of our common stock.  As a result, he will have
significant influence over all matters requiring approval by our
stockholders without the approval of minority stockholders. In addition, he
will be able to elect all of the members of our Board of Directors, which
will allow him to significantly control our affairs and management. He will
also be able to affect most corporate matters requiring stockholder approval
by written consent, without the need for a duly noticed and duly-held
meeting of stockholders. Accordingly, you will be limited in your ability to
affect change in how we conduct our business.

IN THE EVENT THE OFFERING IS NOT FULLY SUBSCRIBED, CCTC MAY NOT HAVE
SUFFICIENT CAPITAL TO PROCURE ITS PRODUCTS, WHICH COULD CAUSE INVESTORS TO
LOSE ALL OR A PART OF THEIR INVESTMENT IN US.

CCTC must receive 100% of the maximum proceeds of this offering in
order to properly bring the products to market.  If CCTC receives less than
100%, CCTC will be able to operate, however, it will be necessary to seek
additional sources of financing.  If CCTC does not raise at least 50% of the
maximum proceeds, it will not be able to operate.  In this event, CCTC will
seek additional financing, however, the financing to be sought may not be
forthcoming and even if additional financing becomes available, it may not be
available on terms that are favorable to CCTC. In the event that it cannot
sell all of the shares being offered or obtain adequate financing, CCTC will
concentrate its efforts on 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 at least $25,000 in
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 ON A FULL-TIME BASIS.


CCTC is currently dependent upon the efforts of Messrs. Sarfoh and
High.  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.

					9
<Page>

A CONFLICT OF INTEREST MAY ARISE REGARDING THE AMOUNT OF TIME THAT CCTCs
CURRENT OFFICERS CAN DEVOTE TO CCTC BUSINESS ACTIVITIES.

CCTCs officers are only engaged in the business activities of CCTC on a
part-time basis. This could cause the officers a conflict of interest
between the amount of time they devote to CCTCs business activities and the
amount of time required to be devoted to such other activities.  Messrs.
Sarfoh and High, CCTCs current officers, are engaged in the practice of
public accountancy on a full-time basis.  They devote 20 hours per week to
CCTCs business activities. This amount of time historically has been
sufficient to satisfy the business needs of CCTC.  Subsequently to this
offering CCTC will increase its business activities in terms of marketing,
product procurement, sales, and administration.  This increase in business
activities may require that CCTCs officers engage in the business activities
of CCTC on a full-time basis, thereby causing Messrs. Sarfoh and High a
conflict of interest.

CCTC HAS NOT ENTERED INTO BINDING EMPLOYMENT CONTRACTS WITH MESSRS.
SARFOH AND HIGH REQUIRING THEM TO DEVOTE SUFFICIENT TIME TO CCTC BUSINESS
ACTIVITIES, THEREBY POTENTIALLY INHIBITING CCTCS ABILITY TO GROW ITS
BUSINESS.

In the event that there is a conflict of interest and Messrs. Sarfoh
and High are not willing to devote more time to CCTCs business activities,
they may either employ full-time employees who have the experience and
expertise necessary to bring the artworks and crafts to market, resign after
finding suitable successors or cease operations, causing investors to lose
their investment in us. While it is expected that other management will be
added over time, there are no assurances that such will occur. If management
does not devote adequate time or find experienced employees, investors will
lose their investment in us.

CCTC DOES NOT EXPECT TO PAY CASH DIVIDENDS, WHICH MAY LOWER EXPECTED
RETURNS FOR INVESTORS.

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.

THERE IS NOT AN ESTABLISHED MARKET FOR SHARES OF CCTC COMMON STOCK,
WHICH COULD MAKE MARKETS FOR THESE SHARES HIGHLY ILLIQUID.

Investors may not be able to sell shares acquired in this offering because
CCTC common stock is not currently publicly traded. 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.

					10
<PAGE>

CCTC SHARES ARE CONSIDERED PENNY STOCK, WHICH MAY IMPACT AN INVESTORS
ABILITY TO RE-SELL THEIR SHARES IN THE PUBLIC MARKET.

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 theSecurities 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.

THIS OFFERING MAKES NO PROVISIONS FOR A REFUND TO INVESTORS.

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.

OUR AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT ABOUT THE CONTINUING
OPERATION OF OUR BUSINESS.

The capital placed into CCTC through this offering may not be
sufficient to permit CCTC to continue operations as an ongoing business. 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.

UNCERTAINTY EXISTS AS TO WHETHER OUR BUSINESS WILL HAVE SUFFICIENT FUNDS
TO FULFILL OUR BUSINESS PLANS OVER THE NEXT 12 MONTHS THEREBY MAKING AN
INVESTMENT IN CCTC SPECULATIVE.

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, in order to go forward as an
operating entity and properly bring its products to market, that it 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 CTCC
will become worthless.

					11
<PAGE>

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,"
"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.

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 $13,300.00
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 in the following descending order of priority,
based upon the percentage of the offering that is actually sold:

<TABLE>
<CAPTION>

<S>		     <C>	  <C>		<C>	    <C>		    <C>
EXPENDITURE ITEM     100%         75%           50%         25%	 	    10%
- -----------------  ---------    ---------     --------    --------	  --------
Gross Aggregate    $50,000	$37,500	      $25,000	  $12,500	  $5,000
Proceeds

Offering Expenses   $5,841	 $5,841	       $5,841	   $5,841	  $5,841

Net Offering
Proceeds	   $44,159	$31,659	      $19,159	   $6,659	  $(841)

*Marketing (50%)   $22,080      $15,830	       $9,580	   $3,330	  $  -

*Initial Product
 Cost (45%)	   $19,872	$14,247        $8,622      $2,997	  $  -

*Selling &
 administrative(5%) $2,207	 $1,582	         $957 	     $333	  $  -

 *  The percentages are based upon the Net Offering Proceeds received.
</TABLE>

The above listing indicates the reduction in the expenditures based upon the
percentage of the offering actually sold. In all instances, the net proceeds
fromthe sale of common stock, as received, will first be allocated towards
marketing until the dollar amount for marketing is received.  Thereafter,
funds, as received,will be allocated 45% and 5% to initial product cost and
selling & administrative, respectively.

CCTC has no commitment or intent to use any proceeds from this offering to
satisfy current liabilities or salaries to management or control persons, but
will instead pay its current liabilities from revenues from operations.

					12
<PAGE>

The above categories reflect the following expenditures:

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.


INITIAL PRODUCT COSTS: The initial product costs outlined in the Use of
Proceeds is an estimate of the cost for the initial artworks and crafts to
be purchased from Lizmof Enterprise and Gye Nyame Handicraft Co. Producers
and Exporters, and associated delivery expenses of the inventory to the
company's New York 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.

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 a fixed price of $.20 per share for the duration of this offering.
The offering price is higher than the price of CCTC's common stock when it
was sold to the existing shareholders through a private placement.  The
initial offering price for the shares, which were purchased by Mr. 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 a fixed price of $.20 per share for
the duration of the offering.

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.

					13
<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 11 months of operation of, CCTC has experienced accumulative
operating loss of approximately $5,871.00. 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 based on the June 30 , 2003
financial statements 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.

					14
<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 66,500 of the 316,500 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 Rule 506 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
therefrom.

The following table provides, as of June 30, 2003, 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

					15
<PAGE>

<TABLE>
<CAPTION>
			 	 	        TOTAL NUMBER OF
			 		        SHARES BEING
			 			OFFERED FOR	    %AGE OF TOTAL
			SHARES OWNED	        SELLING 	    SHARES OWNED
NAME AND ADDRESS OF	OWNED PRIOR TO	     	SHAREHOLDERS	    UPON COMPLETION
SELLING SHAREHOLDER	THIS OFFERING		ACCOUNT		    OF THIS OFFERING
- -------------------	--------------		------------        -------------
<S>			    <C>		    	   <C>			<C>
Kwajo M. Sarfoh	            1,800,000	    	   0			71.5
301 West 53, 6C
New York, NY 10019

Trae O. High	            200,000	           0	        	7.95
505 West 54 St, 313
New York, NY 10019

David Loev		    200,000                0			7.95
1510 Crescent Oak Dr.
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 Ct.
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 St.
Apt. #301
Arlington VA, 22201

Lockley Rhodin		    3,500  		   3,500		0.00
945 North Barton St.
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>

					16
<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:  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.

PLAN OF DISTRIBUTION

The selling shareholders will sell their common shares at the fixed price of
$.20 per share for the duration of the offering. Thereafter, shares will be
sold at the prevailing market prices or at privately negotiated prices in
compliance with the Securities and Exchange Commission's Rule 144. These
shareholders may be underwriters as defined by the Securities Act. Shares
held by shareholders that are not registered and sold pursuant to this
registration statement will be sold pursuant to Rule 144. 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 will be fixed at $.20 per share for the
duration of the offering, and thereafter 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

					17
<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 and
selling shareholders. The cost being borne by CCTC on behalf of selling
shareholders is estimated at $1,000.00. 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. Sarfoh, a founder and
controlling person of CCTC, 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 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 their participation either through the payment of commissions
or any other remuneration based directly on the sale of the common shares; (3)
he is not associated persons 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 will 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). Mr. High does qualify for the Rule 3a41 exemption, but will not
participate in the offering. Mr. Loev does not qualify for the exemption and
will also not participate in the offering.

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.
					18
<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
High					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.
From September 2000 January 2001, Mr. Sarfoh was employed at Flott & Co. as a
law associate specializing in international tax. Beginning August 2001, Mr.
Sarfoh has worked as an federal tax consultant at Deloitte & Touche LLP. 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 in 2001.

Trae O. High has served as an officer, director and secretary of the Company
since its incorporation.  From May 1998 to August 2000,  Mr. High was employed
with Excel Communications, Inc. as a tax research specialist. Beginning July
2001, Mr. High has worked as an international tax consultant at Deloitte &
Touche LLP. 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 in June
2001.

Neither Mr. Sarfoh, Mr. High nor Mr. Loev has been involved in any of
the legal proceedings described in 401(d) of Regulation S-B during the past
five years.

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.

					19
<PAGE>

SIGNIFICANT INDEPENDENT CONTRACTORS:

CCTC at this time has no full-time 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 and operations deem it to be necessary, it will hire
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
October 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%		71.5%

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	       88.2%		79.5%
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 250,000 Shares offered hereby.
</FN>

The percent of class is based on 2,266,500 shares of common stock issued and
outstanding as of June 30, 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.

					20
<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.

					21

<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.

					22
<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, 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 twelve months. It has no prior operating experience and has no
predecessor businesses from which it evolved. The management of CCTC has had no
prior experience in starting-up a company and lack operational experience in the
importation and sale of artworks and crafts.  Further, no member of management
has any experience in running an Internet company. To address two of these
issues, CCTC consulted with Mr. Loev, a founder in CCTC, to advise the
company in its start-up stage. Mr. Loev has prior experience in
assisting start-up companies with issues akin to a company at this stage.
Cynthia Lin, CCTCs website designer and consultant, has been contracted to
construct CCTCs user-friendly website.

The table below provides the estimated timeframe, action steps, and costs that
the management of CCTC believes must be accomplished in the next 12 months in
order to begin recognizing revenues:

<TABLE>
<CAPTION>

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

              1.Website     2.Contact      3.Market Research   4.Colleges &    5.Retail &
                Design        HBCUs:	     /Marketing	         Universities    Department
			      1-100	    		         -Other	         Stores

Conditions / 	Securing      Completion      Select agency      #'s 1-3         #'s 1-4
Contingencies	website	      of #1, HBCU     after 4th round
		designer.     targeting       of HBCU contact,

Estimated
Funding         700.00	      $1,000	      $2,000- 	         $800-           $2,500-
   					      $4,000	         $1,500	         $10,000


Time Frame	7/10/03	      9/15/03 (1-25)  12/16/03	         1/1/04-         Mid-late 2004
			      (1st round);		         8/1/04
			      10/15/03 26-50
			      (2nd round);
			      11/15/03 51-75
			      (3rd round);
			      12/15/03 76-100
			      (4th round)
</TABLE>

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 five major goals in the sales and marketing of its
products:

					23
<PAGE>

     1. Website Design and Construction:  CCTC contracted Ms. Lin to design
        and construct a company website for use as a vehicle for the
        company to market and sell its products. CCTCs website,
        www.ghanacrafts.com, is now up and operational on the World Wide
        Web.  CCTC also contracted Ms. Lin to set up and coordinate the
        website to have shopping carts with payment services provided by
        Paypal and to place the companys website on selected search
        engines. Ms. Lin will upgrade the website when necessitated by a
        growth in sales.

        HostPC Internet Services:   On April 10, 2003, CCTC entered into a
        contract with HostPC Internet Services (HostPC), a provider of
        Internet World Wide Web page hosting and e-mail services.  In
        return for an annual subscription fee of $49.90, CCTC secured
	rightsto: (1) its domain name, www.ghanacrafts.com; (2) 350 MB disk
	space; (3) 4 GB transfer; (4) 50 POP3 email accounts; and (5) Ensim
	Control Panel. As consideration for the above services CCTC selected,
	CCTC agreed to pay HostPC the applicable service(s) fees. All fees
	payable under the contract are non-refundable unless HostPC provides
        otherwise.  Pursuant to HostPCs cancellation policy, CCTC can
        cancel the service, with or without cause, at any time in writing.

     2. Targeting of 100 HBCUs:  CCTC believes it can offer an immediate
        presence to African American students enrolled in the country's
        over 100 HBCUs who seek authentic African products.  Over the next
        5 months, the Company will expend a considerable 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.

        CCTC 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 direct
        effort in marketing the products will be to each HBCU. CCTC will
        construct a one-page brochure of its leather products to be mailed
        to identified HBCU bookstore personnel in four rounds. Management
        believes that this  approach will enable CCTC to better market its
        products with each succeeding round.

 3 & 4. Market Research / 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 consumers who seek authentic Ghanaian and other African
        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. Sarfoh.  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. In
        particular, CCTC will employ the research firm to specifically
        identify those colleges and universities not having only the
        largest percentage of African Americans students, but also the
        largest percentage of African Americans enrolled in the freshmen
        class. Management believes that the freshmen class will be the
        biggest source of revenue for its book bags. From this,
        management also believes that the revenues derived from book bag
        sales at all colleges and universities, inclusive of HBCUs, will
        be seasonal in nature, with increased revenues occurring at the
        beginning of the Fall and Winter semesters.

	The management of CCTC is aware that although its 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.

        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. Although no contact has
        been initiated by CCTC, CCTC has identified Eworldwide Press
        Release Distribution (Eworldwide) as a potential agency to
        market its products. Eworldwide offers company distribution to: (1)
	Black Media; (2) College and University Press; (3) local and state
        media distribution; and (4) top 100 US Newspapers. Eworldwide also
        offers news release editing and writing services that would aid
        CCTC in crafting its image and reputation.  Until funding is
        available, management will continue their search for a
        cost-effective advertising agency.  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.

    5. Retail & Department Stores:  Management believes that retail stores
       offer the greatest source of revenue for the companys stools,
       wood-works, and other home furnishing products. On several
       occasions management has observed Ghanaian artworks and crafts in
       stores such as Pier 1 Imports, Kmart, Wal-Mart, etc. The Company
       has decided to approach these companies in mid-late 2004 so as to
       gain the necessary management and operational experience and market
       research. Further, management believes that a listing on the OTC
       Bulletin Board will provide CCTC with a competitive advantage and
       increase its credibility amongst selected vendors.  Management
       believes that public status on a recognized exchange will enable
       the company to obtain access to selected retail and department
       stores on more favorable contract terms.

       Shipping and Handling: Based on oral negotiations with Lizmof
       Enterprise and Gye Nyame Handicraft Co. Producers and Exporters,
       CCTC expects that contracts entered into with these parties will
       provide for FOB Place of Shipment and that CCTC will pay for the
       attendant shipping costs.

       As a promotional tool offered for a limited time on its website,
       CCTC is currently offering free shipping and handling for purchases
       of over $100, but will incur the initial shipping and handling costs
       for purchases below $100. At all times, shipping and handling costs
       incurred on the part of CCTC will be passed on to consumers through
       increased prices.  As soon as practicable after obtaining the
       necessary capital, CCTC will commence seeking an established
       domestic shipping company to deliver ordered products within the
       United States.  It is contemplated that during the first 12
       months of production, CCTC will deliver a minimum of 2,000 units.

					24
<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 CCTCs 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.

					25
<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 in 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 this offering, the amount of $4,230.63 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, $700.00 to Cynthia Lin for
CCTC's website construction, and $275.00 has been paid to New York State
in compliance with New York's Blue Sky Laws. The remaining funds raised in
the Regulation D Rule 506 offering should be sufficient to satisfy operating
costs estimated to be expended by CCTC through the end of this offering.

From CCTC's inception on August 16, 2002, through the end of CCTC's last fiscal
quarter, June 30, 2003 (approximately eleven months), it has experienced
an accumulated total net loss of $5,871.00. Since CCTC is in its
developmental stage, it has had no revenues from the sale of goods and has
incurred expenses of $5,921.00, which consisted primarily of legal and
accounting fees of $2,481.00 and general and administrative costs of
$2,785.00.

					26
<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 and
procure the initial delivery of the imported artworks and crafts.
The management of CCTC believes this amount will be sufficient. 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 therefrom.

THE NEXT TWELVE MONTHS

CCTC anticipates that within 12 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
$22,000.00 in marketing costs including advertising in journals and print
publications reviewed by consumers, specifically, African American students.
These marketing efforts will commence upon the development and distribution
of a Company brochure to selected targets. CCTC contemplates that, assuming
full funding of its offering, the $22,000.00 presently allocated for
marketing will besufficient to permit continued marketing of the products
until such time as CCTC can fund further marketing efforts through revenues
earned by it.
					27
<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 a minimum of $25,000 in funds through this offering.
If CCTC does not raise at least 50% of the maximum proceeds, it will not be
able to properly bring its products to market in the next 12 months without
receiving additional financing. 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. In the event that the full amount sought
is subscribed for, CCTC believes that a majority of the funds will be expended
during a 12 month time frame.
					28
<PAGE>

DESCRIPTION OF PROPERTY

At the present time, CCTCs principal office is 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. Sarfoh. There currently is no written agreement
between Mr. Sarfoh and CCTC concerning the companys rent-free use of office
space.  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 rent-free
space will be sufficient for the needs of the Company for at least the next 12
months, or until such time where company growth necessitates the need to find
larger office space. Management believes that amounts saved on office rent
enable CCTC to target limited resources on Company growth strategies.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Sarfoh is a promoter of CCTC, further, he currently holds a
control position in the business, owning a total of 79.4% 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.

Trae O Neil High is a promoter and founder of CCTC. 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 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 promoter and 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
currently holds a control position in the business, owning a total of 8.8% of
the outstanding common stock (directly and beneficially). Mr. Loev has
advised CCTC on matters related to initial start-up matters, including,
but not limited to, incorporation matters, bylaws, Blue Sky Laws and private
placement materials related to CCTCs Rule 506 Regulation D Offering. CCTC and
Mr. Loev have not entered into any written agreement for his advisement on
such matters and Mr. Loev has received no consideration for his advisement
in such matters.

At the present time, CCTC's principal office, located at 301 West 53, 6C,
New York, New York, 10019, is being utilized, rent-free, by CCTC and is
leased by Mr. Sarfoh. There currently is no written agreement between Mr.
Sarfoh and CCTC concerning the companys rent-free use of office space.
Management for CCTC believes that the rent-free space will be sufficient for
the needs of the Company for at least the next 12 months, or until such time
where company growth necessitates the need to find larger office space.

There are no contractual agreements between Mr. Sarfoh and any other
individual, whether a shareholder or not, and CCTC.

					29
<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, 2,200,000 shares of CCTC common stock, beneficially
owned by Messrs. Sarfoh, High and Loev, 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.
As of the date of this prospectus, only the shares owned by Messrs. Sarfoh,
High and Loev would qualify under Rule 144. In the future, Messrs. Sarfoh, High
and Loev intend to offer their shares for resale to the public pursuant to Rule
144 of the Securities Act of 1933.

Under Rule 144(k), a person who is not one of our company's affiliates at
any time during the three months preceding a sale, and who has beneficially
owned  the shares proposed to be sold for at least two years, is entitled to
sell shares without complying with the manner of sale, public information,
volume limitation or notice provisions of Rule 144.

EXECUTIVE COMPENSATION

The company's two directors and executive officers, Mr. Sarfoh and
Mr. High, did not accrue and do not receive any compensation for their
services performed during the past fiscal year.

EMPLOYMENT AND RELATED AGREEMENTS

We do not have a written employment agreement or consulting agreement with
Mr. Kwajo M. Sarfoh, our Director, President, Treasurer and Chief Financial
Officer 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.

					30
<PAGE>

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

<S>							<C>
AUDITED FINANCIAL STATEMENTS

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

UNAUDITED FINANCIAL STATEMENTS

Balance Sheet
   As of June 30, 2003					F-10

Statement of Loss
   For the Period from January 1, 2003
   to June 30, 2003   					F-11

Statement of Cash Flows
   For the Period from January 1, 2003
    to June 30, 2003 					F-12

Notes to the Financial Statements
   For the Period from January 1, 2003
    to June 30, 2003 					F-13

</TABLE>

				    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' deficit, 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, except for the second, third, and fourth paragraph
of Note 5, and Note 6 , as to which the date is March 15, 2003.

<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>


			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>


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

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

Stock issued
for consulting
services
($.001 per
share)		9/15/02     200,000	   200						   200

Stock issued
for Accounts
Payable
($.001 per
share)		9/15/02  1,800,000	$1,800  	  $739 	 	  -		 2,539

Capital
Contributions	12/31/02	-	    -		   350 		  -		   350

Net Loss			-		-		         (3,946)        (3,946)
			  ---------	------		------		--------	-------
Balance, 		  2,000,000	$2,000 		$1,089 		$(3,946)	 $(857)
December 		  =========	======		======		========	=======
31, 2002

</TABLE>


			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						 5,320

       Payable to shareholder					   885
     								-------
       Net cash used in operating activities			 2,180
								=======
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 capital contributions			    350
       							        --------
      Net cash provided by financing activities			    350
								-------
INCREASE IN CASH						    122
								=======
CASH AT BEGINNING OF PERIOD					   -
								-------
CASH AT END OF PERIOD					$	    122
								=======
SUPPLEMENTAL INFORMATION
    Interest paid						   -
							$	-------
    Income taxes paid                				   -
							$	-------
    Stock issued for accounts payable			$	  2,539
								-------
</TABLE>


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

					F-6

			 CAPE COASTAL TRADING CORPORATION
		 (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL
		    STATEMENTS FOR THE PEREIOD FROM INCEPTION
		      (AUGUST 16, 2002) TO DECEMBER 31, 2002

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.


					F-7

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
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.

					F-8

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.


					F-9

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 TRANSACTIONS

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.

On September 15, 2002, the Company issued 1,800,000 shares of stock for
accounts payable in the amount of $2,539.00 to a major shareholder and
officer.

Contributions of $350.00 were made to the Company by a major shareholder.

6. SUBSEQUENT EVENT

On March 15, 2003, the Board of Directors authorized the issuance of
200,000 shares of common stock at $.001 par value to an individual in
consideration for $200,00.


<TABLE>
<CAPTION>
					F-10

			  CAPE COASTAL TRADING CORP.
			 (A DEVELOPMENT STAGE COMPANY)
		          BALANCE SHEET JUNE 30, 2003
			       	  (UNAUDITED)

				     ASSETS
<S>								<C>
CURRENT ASSETS
Cash								$3,393

Inventory      							   425
								------
     Total current assets					 3,818

FIXED ASSETS, NET						 1,875
								------
TOTAL ASSETS							 5,693
								======
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable						   300

Payable to shareholder						  1325
								------
TOTAL current liabilities					 1,625
								======
STOCKHOLDERS' EQUITY
Common stock: $.001 par value; 50,000,000
shares authorized 2,266,500 issued and
outstanding							 2,266

Paid-in capital 						 7,673

Retained deficit accumulated in the
development stage						(5,871)
								-------
Total stockholders' equity					 4,068
								------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY								$5,693
								======
</TABLE>


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

					F-11

<TABLE>
<CAPTION>
				CAPE COASTAL TRADING CORP.
			       (A DEVELOPMENT STAGE COMPANY)
		     	   STATEMENT OF LOSS FOR THE PERIOD FROM
			     JANUARY 1, 2003 TO JUNE 30, 2003

							For the period
							from inception
					For the six	(August 16, 2002)
					months ended	    through
					June 30, 2003	June 30, 2003

<S>					  <C>			<C>

REVENUES
Sales					 $  125			$  125
Cost of Goods Sold			     75			    75
					 ------			------
Gross Profit				     50			    50
					 ------			------
EXPENSES
General and administrative 		 $1,520			$ 2,785
Consulting fees				    -			    200
Professional fees			    -  			  2,481
Franchise tax				   455 			    455
					-------			-------
Total operating costs and expenses	 1,975			  5,921
					-------			--------
Loss from operations and before taxes	(1,925) 		 (5,871)
					-------			--------
PROVISION FOR INCOME TAXES		   -			    -
					-------			--------
Net loss 				$(1,925)		$(5,871)
					=======			========
LOSS PER SHARE
 Basic and diluted			$(0.00)
					--------


WEIGHTED AVERAGE SHARES OUTSTANDING
 Basic and diluted			2,232,521
					---------
</TABLE>

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

<TABLE>
<CAPTION>
					F-12

				CAPE COASTAL TRADING CORP.
			      (A DEVELOPMENT STAGE COMPANY)
				 STATEMENT OF CASH FLOWS
	          FOR THE PERIOD FROM JANUARY 1, 2003 TO JUNE 30, 2003


									For the period
									from inception
						For the six		(August 16, 2002)
						months ended	   	    through
						June 30, 2003		June 30, 2003


<S>						<C>			<C>

CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss					$(1,925)		$(5,871)

 Adjustments to reconcile net loss to net cash
 used in operating activities:

Depreciation and amortization			    405			    626
Stock issued to founder				    200			    200
Stock Issued for consulting			    -	   		    200
Change in inventories				     75			   (425)
Change in accounts payable		         (2,481)		  2,839
Change in payable to shareholder		    440			  1,325
						--------		---------
	Net cash used in operating activities    (3,286) 		 (1,106)
						--------		---------

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of fixed assets			    (93)		 (2,501)
						--------		---------
      Net cash used in investing activities	    (93)		 (2,501)
						--------		---------

CASH FLOWS FROM FINANCING ACTIVITIES

	Proceeds from issuance of common stock	  6,650			  6,650

	Proceeds from capital contributions	    -			    350
						--------		---------
       Net cash provided by financing activities  6,650			  7,000
						--------		---------

INCREASE IN CASH				  3,271 		  3,393

CASH AT BEGINNING OF PERIOD			    122			    -
						--------		----------
CASH AT END OF PERIOD				$ 3,393  		$ 3,393
						========		==========
SUPPLEMENTAL INFORMATION
    Interest paid				$   -         		$   -

    Income taxes paid                		$   - 			$   -

    Stock issued for accounts payable		$   -			$ 2,539

</TABLE>

					F-13

 			CAPE COASTAL TRADING CORPATION
		       (A DEVELOPMENT STAGE COMPANY)
			NOTES TO FINANCIAL STATEMENTS
			     	 (UNAUDITED)
		FOR THE PERIOD JANUARY 1, 2003, To JUNE 30, 2003

1. Basis of Presentation

The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and pursuant to the
rules and regulations of the Securities and Exchange Commission.
Accordingly, these financial statements do not included all of the
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.

The interim unaudited financial statements contained herein includes,
in management's opinion, all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of the Company's financial
position, results of operation, and cash flows for the periods presented.

The results of operation for the interim period shown on this report are not
necessarily indicative for a full year.  These financial statements should be
read in conjunction with the Company's financial statements and notes for the
year ended December 31, 2002 included elsewhere in this filing.

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.

2. Capital Stock

From January 2003 to June 2003, the Company sold 66,500 shares of common stock
at $.10 per share in a Regulation D offering.

3. Related Party Transaction

On March 15, 2003, the Board of Directors authorized the issuance of 200,000
shares of common stock at $.001 par value to an individual in consideration for
$200.00.


		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 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.  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.

From January 2003 to March 2003, 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.  All of the
above offerings and sales were deemed to be exempt under Rule 506 of Regulation
D and section 4(2) of the Securities Act of 1933, as amended.  No advertising or
general solicitation was employed in offering the securities.  The offerings and
sales were made to a limited number of persons and the company made independent
determinations that all of these persons were sophisticated investors, and that
they were capable of analyzing the merits and risks of their investment.

In particular, our company confirmed that with respect to the exemption claimed
under Rule 506 D and section 4(2) of the Securities Act of 1933, that:

(i)	Each purchaser referred to gave written assurance of investment intent
	without a view for resale and certificates for shares sold to each
	purchaser bear a legend consistent with such investment intent and
	restricting transfer;
(ii)	Sales were made to a limited number of persons.  No general solicitation
	to the public was made in connection with such sales;
(iii)	Each purchaser represented in writing that they had sufficient
	sophistication to evaluate the investment and could afford to lose their
	entire investment without adversely affecting their lifestyle;
(iv)	Neither our company nor any person acting on our behalf offered or sold
	shares by means of any form of general solicitation or general advertising;
(v)	The purchasers represented in writing that they acquired the shares for
	their own accounts.
(vi)	Shareholders have been placed on notice that their securities will need to
	be sold in compliance with Rule 144 of the Act, and may not be transferred
	otherwise.


EXHIBITS

Exhibit 3.1      Articles of Incorporation*
Exhibit 3.2      Bylaws*
Exhibit 4        Share Certificate*
Exhibit	6	 Subscription Agreement*
Exhibit 5        Opinion and Consent of Legal Counsel
Exhibit 99.c     Registration Rights Agreement*
Exhibit 24.1     Consent of Thomas Leger & Co. L.L.P., Certified Public
                 Accountants
Exhibit	99.d	 Website Designer Contract*
Exhibit	99.c1	 HostPC Contract*
- ------------
*    Incorporated by reference to Registration Statement on Form SB-2 filed with
     the Securities and Exchange Commission, Registration Statement No.
     333-105393, on May 20, 2003 and amended September 23, 2003.



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
	  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, October 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
CFO, President, Director, Treasurer, Controller

Date: October 20, 2003

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

Date: October 20, 2003





