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                UNITED STATES<BR>
        SECURITIES AND EXCHANGE COMMISSION<BR>WASHINGTON, D.C. 20549
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        FORM 8-K
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<FONT SIZE="3"><b>
        CURRENT REPORT</b>
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        Pursuant to Section&nbsp;13 or 15(d)<BR>of the Securities Exchange Act of 1934

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        Date of Report (Date of Earliest Event Reported):&nbsp;&nbsp;January 6, 2005 (January 13, 2005)
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        Cape Coastal Trading Corporation
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<BR>__________________________________________<BR>
        (Exact name of registrant as specified in its charter)

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        New York
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        000-50995
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        52-2372260
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_____________________<BR>
        (State or other jurisdiction
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_____________<BR>
        (Commission
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______________<BR>
        (I.R.S. Employer
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        of incorporation)
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        File Number)
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        Identification No.)
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        122 Ocean Park Blvd<BR>Suite 307<BR>Santa Monica, CA&nbsp;&nbsp;90405
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        Address of Principal Executive Offices<BR>Zip Code


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                    (310) 396-1691
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        Registrant's Telephone Number, Including Area Code
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        350 Fifth Avenue, Suite 3304<BR>New York, NY&nbsp;&nbsp;10018
<BR>______________________________________________<BR>

        Former name or former address, if changed since last report
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        &nbsp;
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):</FONT>
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[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>

[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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<p align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<b>
Item 1.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Entry into a Material Definitive Agreement.
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<A NAME=A001></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Stock Purchase Agreement</b> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
January 6, 2005, Cape Coastal Trading Corporation (the &#147;Company&#148;) entered into a
Stock Purchase Agreement (the &#147;Stock Purchase Agreement&#148;) with Kwajo Sarfoh,
Trae O&#146;Neil High and David Loev, as sellers (each a &#147;Seller&#148; and
collectively, the &#147;Sellers&#148;) and Gaha Ventures, LLC, Mary Jane Shapiro, Stephen Rosenblum, Altitude Group,
LLC, Q Management, Inc., and Fountainhead Investments, Inc., as purchasers (each a
&#147;Purchaser&#148; and collectively, the &#147;Purchasers&#148;). Pursuant to the Stock
Purchase Agreement, on January 13, 2005, the Purchasers paid to the Sellers, in the
aggregate, $455,000 of which $10,000 was paid to a finder (or approximately $0.21 per share) and the Sellers sold to the
Purchasers 2,100,000 shares (the &#147;Shares&#148;) of the Company&#146;s common stock,
which is approximately 91.3% of the outstanding capital stock of the Company. The Stock
Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Purchasers acquired the shares in the following amounts and now own the following
respective percentages of the outstanding common stock of the Company: </FONT></P>



<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=600>
<TR VALIGN=Bottom>
     <TH COLSPAN="2" ALIGN="Left"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Name</FONT><HR WIDTH=65% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Number of Shares Acquired</FONT><HR WIDTH=65% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN="2" ALIGN="right"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Percentage of<BR>Company</FONT><HR WIDTH=65% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=52% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Gaha Ventures, LLC(1)</FONT></TD>
     <TD WIDTH=6% ALIGN=LEFT>&nbsp;</TD>
     <TD WIDTH=19% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>819,230</FONT></TD>
        <TD WIDTH="9%" ALIGN="Center">&nbsp;</TD>
     <TD WIDTH=10% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>35</FONT></TD>
        <TD WIDTH=2% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>.6%</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Mary Jane Shapiro</FONT></TD><TD ALIGN=LEFT>&nbsp;</TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>115,385</FONT></TD>
        <TD ALIGN=LEFT>&nbsp;</TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>.0%</FONT></TD></TR>
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     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Stephen Rosenblum</FONT></TD><TD ALIGN=LEFT>&nbsp;</TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>115,385</FONT></TD>
        <TD ALIGN=LEFT>&nbsp;</TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>.0%</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Altitude Group, LLC(2)</FONT></TD><TD ALIGN=LEFT>&nbsp;</TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>210,000</FONT></TD>
        <TD ALIGN=LEFT>&nbsp;</TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>.12%</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Q Management, Inc.(3)</FONT></TD><TD ALIGN=LEFT>&nbsp;</TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>210,000</FONT></TD>
        <TD ALIGN=LEFT>&nbsp;</TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>.12%</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Fountainhead Investments, Inc.(3)</FONT></TD><TD ALIGN=LEFT>&nbsp;</TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>630,000</FONT></TD>
        <TD ALIGN=LEFT>&nbsp;</TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>27</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>.39%</FONT></TD></TR>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)&nbsp;&nbsp;Jodi Kirsch owns 100% of the outstanding membership interests in Gaha Ventures, LLC
and therefore is the beneficial owner of the 819,230 shares acquired by Gaha Ventures, LLC.<BR>(2)&nbsp;&nbsp;Dr. Michael Kreizman owns 100% of the outstanding membership interests in
 Altitude Group, LLC and therefore is the beneficial owner of the 210,000 shares acquired by Altitude Group, LLC.<BR>(3)&nbsp;&nbsp;Peter Zachariou controls each of Q Management, Inc. and Fountainhead Investments,
Inc. and therefore is the beneficial owner of the aggregate 840,000 shares held by those entities.</FONT></P>




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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
for Q Management, Inc. and Fountainhead Investments, Inc., which are all under the common
control of Peter Zachariou, none of the Purchasers are affiliated and there is no
agreement or understanding among the Purchasers as to how they will vote, transfer or
otherwise dispose of their shares. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Purchaser used his, her or its personal funds or working capital, as applicable, to
acquire the Shares from the Sellers. None of the Purchasers borrowed any funds to acquire
the Shares. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior
to the closing (the &#147;Closing&#148;) of the transactions contemplated by the Stock
Purchase Agreement, the Purchasers were not affiliated with the Company. Certain of the
Purchasers will be deemed affiliates of the Company after the Closing as a result of their
stock ownership interest in the Company. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Kwajo
Sarfoh is a director and the President and Treasurer of the Company and will remain in
such capacities following the closing until the later (i) the date that the Company files
its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 and (ii) upon
the tenth day following the mailing by the Company to its shareholders of an information
statement on Schedule 14f-1 that will also be filed with the Securities and Exchange
Commission. Trae O&#146;Neil High was a director and the Secretary of the Company prior to
the Closing, but he resigned from such positions effective as of the Closing. At the
Closing, Geoffrey Alison, age 32, was appointed as a director and as a Secretary of the
Company effective as of the Closing. Mr. Alison will be appointed to the additional
positions of President and Treasurer effective upon the effective date of Mr.
Sarfoh&#146;s resignation. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Stock Purchase Agreement also contains a provision that prohibits the Company from
effecting a reverse split of its outstanding common stock for a one year period following
the closing. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
January 6, 2005, the Company, the Purchasers and the Sellers, also entered into an escrow
agreement with the Law Offices of Robert L. B. Diener, as escrow agent. The escrow
agreement relates to the holding in escrow by the escrow agent of a $25,000 deposit made
by the Purchasers. This deposit was applied to the purchase price for the Shares at the
Closing. The escrow agreement is filed as Exhibit 10.2 to this Form 8-K. </FONT></P>

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<A NAME=A002></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Asset Purchase Agreement </b></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
January 13, 2005, the Company entered into an Asset Purchase Agreement (the &#147;Asset
Purchase Agreement&#148;) with Kwajo Sarfoh, the Company&#146;s President and Treasurer
and a member of the Company&#146;s board of directors. Pursuant to the Asset Purchase
Agreement, the Company will sell to Mr. Sarfoh, on an &#147;AS IS&#148; &#147;WHERE
IS&#148; basis all of the Company&#146;s interest in the Company&#146;s name &#147;Cape
Coastal Trading Corporation,&#148; its Website (www.ghanacrafts.com), and all of the other
agreements, contracts, leases, licenses and other arrangements and other intangible
property of the Company (the &#147;Purchased Assets&#148;) to the extent that the same
relate to the business (the &#147;Business&#148;) of importing artworks and crafts from
Ghana, Africa to sell to vendors and customers in the U.S. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
terms of the Agreement require Mr. Sarfoh to assume all of the existing and future
liabilities and obligations of the Business. The purchase price for the Purchased Assets
is $17,000. This amount will be paid at the closing of the transactions contemplated by
the Asset Purchase Agreement (the &#147;APA Closing&#148;) by Mr. Sarfoh&#146;s delivery
to the Company of a release of all amounts owed by the Company to Mr. Sarfoh, including a
shareholder loan by Mr. Sarfoh to the Company in the amount of approximately $17,000. No fairness opinion was obtained in connection
with the transactions contemplated by the Asset Purchase Agreement.  The board of  directors, consisting of Kwajo Sarfoh and
Trae O&#146;Neil High, approved this transaction and indicated that such transaction was in the
best interests of the Company and its stockholders. The
Asset Purchase Agreement is filed as Exhibit 10.3 to this Form 8-K. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
APA Closing will take place on the earlier of (a) the soonest practicable date following
the date that the Company acquires or commences an operating business, (b) the last day of
the sixth month following the date that the Asset Purchase Agreement was entered into, or (c)
such other date as the parties may mutually agree. If the APA Closing occurs under clause
(b) above then the Company would have the right to continue to use the name &#147;Cape
Coatal Trading Corporation&#148; for an additional six months following such APA Closing. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Asset Purchase Agreement also requires Mr. Sarfoh to remain as a director of the Company
and as its President and Treasurer until the date that his resignation becomes effective
as described above. During such transition period, Mr. Sarfoh agrees not to obligate the
Company in any way or otherwise cause the Company to incur any liabilities whatsoever,
without the prior written consent of the Purchasers. During the transition period, Mr.
Sarfoh also agrees not to take any action with regard to the Purchased Assets, except with
the prior written consent of the Purchasers or except as may be reasonably necessary to
safeguard the Purchased Assets and the value thereof. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Change of Business Plan</b></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From and after the Closing Date,
the Company will no longer operate the Business.  Instead, the Company&#146;s business plan will
now consist of exploring potential targets for a business combination with the Company through a purchase of assets, share purchase
or exchange, merger or similar type of transaction.  Except as contemplated by the Asset Purchase Agreement and the Stock Purchase
Agreement and except as otherwise expressly described herein, neither the Purchasers nor the Company have any specific plans or
proposals at this time which relate to or would result in: (a) the acquisition by any person of additional securities of the Company;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) any change in
the present board of directors or management of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of
the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter,
bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other
person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity
securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or
(j) any similar action to those enumerated above.
</FONT></P>



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<A NAME=A003></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Item 5.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Change in
Control of the Registrant</b> </FONT></P>

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<A NAME=A004></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>See Item 1.01 above. </FONT></P>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>
Item 5.02&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Departure of Director or Principal Officers;&nbsp;&nbsp;Election of Directors;&nbsp;&nbsp;Appointment of Principal Officers
</b> </FONT></P>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the terms of the Stock Purchase Agreement, each of Kwajo Sarfoh and Trae O&#146;Neil
High, the only directors of the Company, have agreed to resign from their positions as
directors. Kwajo Sarfoh has agreed to resign from his position as the President and
Treasurer of the Company and Trae O&#146;Neil High has agreed to resign from his position
as Secretary of the Company. Mr. High&#146;s resignation as a director and from all
offices with the Company that he holds became effective at Closing. Mr. Sarfoh&#146;s
resignation will not become effective until the later of (i) the date that the Company
files its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 and
(ii) upon the tenth day following the mailing by the Company to its shareholders of an
information statement on Schedule 14f-1 that will also be filed with the Securities and
Exchange Commission. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
the Closing, Geoffrey Alison, age 32, was appointed as a director and as a Secretary of
the Company. Mr. Alison will be appointed to the additional positions of President and
Treasurer effective upon the effective date of Mr. Sarfoh&#146;s resignation. At such
time, Mr. Alison will become the sole director and sole officer of the Company holding the
positions of President, Treasurer and Secretary of the Company. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Geoffrey
Alison has been registered with the National Association of Securities Dealers since 1999
and has worked as a General Securities Principal for various securities firms including
Stock USA, Inc (January 1999 &#150; October 2001) and Assent, LLC (November 2001 &#150;
August 2004). From September 2004 through the present date, Mr. Alison has been a
registered General Securities Principal with ECHOtrade, a Philadelphia Exchange member
firm, as a securities trader for his own capital and benefit. From July 2003 through
January 2005, he served as Chief Financial Officer, Secretary and a director of Intrac,
Inc. (OTCBB:ITRD). In October, 2002, Mr. Alison co-created Greenvest Industries, Inc.
which manufactures pet products under the brand name Happy Tails Pet Beds. Mr. Alison is
currently President and CEO of Greenvest Industries, Inc. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr. Alison has not been named
to any committees of the Company&#146;s Board of Directors, and any committees of the Company&#146;s
Board of Directors to which Mr. Alison may be named have not been determined, as of the filing of this report.
 </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company will file an information statement pursuant to Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 promulgated thereunder and will be mailing out the
information statement to the stockholders of the Company. </FONT></P>

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<A NAME=A005></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Item 9.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Financial
Statements and Exhibits.</b> </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Exhibits. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="stockpurchag10-1.htm">Exhibit 10.1 &#150; Stock Purchase
Agreement, dated January 6, 2005, among the Company, the Sellers and the Purchasers. </A></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="escrowag10-2.htm">Exhibit 10.2 &#150; Escrow Agreement,
dated January 6, 2005, among the Company, the Sellers, the Purchasers and the Law Offices
of Robert L. B. Diener, as escrow agent.</A> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="ex103assetpura.htm">Exhibit 10.3 &#150; Asset Purchase
Agreement, dated January 13, 2005, between the Company and Kwajo Sarfoh.</A> </FONT></P>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized. </FONT></P>

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<FONT SIZE="2">
        CAPE COASTAL TRADING CORPORATION<BR>
        </FONT>
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        &nbsp;&nbsp;

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        Date:&nbsp;&nbsp;January 14, 2005
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        &nbsp;
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<I>
        By:
</I>
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        &nbsp;
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<I>
        /s/ Kwajo M. Sarfoh
</I>
<BR>
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        &nbsp;
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        Kwajo M. Sarfoh, President
</FONT>
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<P align="center" style="font-size: 10pt">EXHIBIT INDEX
</p>


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<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Description</B><HR size="1" noshade></TD>
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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A HREF="stockpurchag10-1.htm">Stock Purchase Agreement, dated January 6, 2005, among the Company, the Sellers and the Purchasers.</A></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A HREF="escrowag10-2.htm">Escrow Agreement, dated January 6, 2005, among the Company, the Sellers,
the Purchasers and the Law Offices
of Robert L. B. Diener, as escrow agent.</A></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A HREF="ex103assetpura.htm">Asset Purchase Agreement, dated January 13, 2005, between the Company and Kwajo Sarfoh.</A></TD>
</TR>

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[{"type": "8-K", "sequence": "1", "filename": "cctr8k1839138km.htm", "description": "FORM 8-K", "secsgml_size_bytes": 30067}]
{"company-data": {"conformed-name": "CAPE COASTAL TRADING CORP", "cik": "0001219097", "assigned-sic": "2590", "irs-number": "522372260", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50995", "film-number": "05529717"}, "business-address": {"street1": "350 5TH AVENUE", "street2": "SUITE 3304", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "212-971-9715"}, "mail-address": {"street1": "350 5TH AVENUE", "street2": "SUITE 3304", "city": "NEW YORK", "state": "NY", "zip": "10018"}}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):  January 6, 2005 (January 13, 2005)
Cape Coastal Trading Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
New York
000-50995
52-2372260
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
122 Ocean Park Blvd
Suite 307
Santa Monica, CA  90405
______________________________________________
Address of Principal Executive Offices
Zip Code
(310) 396-1691
______________________________________________
Registrant's Telephone Number, Including Area Code
350 Fifth Avenue, Suite 3304
New York, NY  10018
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.      Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On
January 6, 2005, Cape Coastal Trading Corporation (the "Company") entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") with Kwajo Sarfoh,
Trae O'Neil High and David Loev, as sellers (each a "Seller" and
collectively, the "Sellers") and Gaha Ventures, LLC, Mary Jane Shapiro, Stephen Rosenblum, Altitude Group,
LLC, Q Management, Inc., and Fountainhead Investments, Inc., as purchasers (each a
"Purchaser" and collectively, the "Purchasers"). Pursuant to the Stock
Purchase Agreement, on January 13, 2005, the Purchasers paid to the Sellers, in the
aggregate, $455,000 of which $10,000 was paid to a finder (or approximately $0.21 per share) and the Sellers sold to the
Purchasers 2,100,000 shares (the "Shares") of the Company's common stock,
which is approximately 91.3% of the outstanding capital stock of the Company. The Stock
Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K.
The
Purchasers acquired the shares in the following amounts and now own the following
respective percentages of the outstanding common stock of the Company:
Name
Number of Shares Acquired
Percentage of
Company
Gaha Ventures, LLC(1)
819,230
35
.6%
Mary Jane Shapiro
115,385
5
.0%
Stephen Rosenblum
115,385
5
.0%
Altitude Group, LLC(2)
210,000
9
.12%
Q Management, Inc.(3)
210,000
9
.12%
Fountainhead Investments, Inc.(3)
630,000
27
.39%
(1)  Jodi Kirsch owns 100% of the outstanding membership interests in Gaha Ventures, LLC
and therefore is the beneficial owner of the 819,230 shares acquired by Gaha Ventures, LLC.
(2)  Dr. Michael Kreizman owns 100% of the outstanding membership interests in
 Altitude Group, LLC and therefore is the beneficial owner of the 210,000 shares acquired by Altitude Group, LLC.
(3)  Peter Zachariou controls each of Q Management, Inc. and Fountainhead Investments,
Inc. and therefore is the beneficial owner of the aggregate 840,000 shares held by those entities.
Except
for Q Management, Inc. and Fountainhead Investments, Inc., which are all under the common
control of Peter Zachariou, none of the Purchasers are affiliated and there is no
agreement or understanding among the Purchasers as to how they will vote, transfer or
otherwise dispose of their shares.
Each
Purchaser used his, her or its personal funds or working capital, as applicable, to
acquire the Shares from the Sellers. None of the Purchasers borrowed any funds to acquire
the Shares.
Prior
to the closing (the "Closing") of the transactions contemplated by the Stock
Purchase Agreement, the Purchasers were not affiliated with the Company. Certain of the
Purchasers will be deemed affiliates of the Company after the Closing as a result of their
stock ownership interest in the Company.
Kwajo
Sarfoh is a director and the President and Treasurer of the Company and will remain in
such capacities following the closing until the later (i) the date that the Company files
its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 and (ii) upon
the tenth day following the mailing by the Company to its shareholders of an information
statement on Schedule 14f-1 that will also be filed with the Securities and Exchange
Commission. Trae O'Neil High was a director and the Secretary of the Company prior to
the Closing, but he resigned from such positions effective as of the Closing. At the
Closing, Geoffrey Alison, age 32, was appointed as a director and as a Secretary of the
Company effective as of the Closing. Mr. Alison will be appointed to the additional
positions of President and Treasurer effective upon the effective date of Mr.
Sarfoh's resignation.
The
Stock Purchase Agreement also contains a provision that prohibits the Company from
effecting a reverse split of its outstanding common stock for a one year period following
the closing.
On
January 6, 2005, the Company, the Purchasers and the Sellers, also entered into an escrow
agreement with the Law Offices of Robert L. B. Diener, as escrow agent. The escrow
agreement relates to the holding in escrow by the escrow agent of a $25,000 deposit made
by the Purchasers. This deposit was applied to the purchase price for the Shares at the
Closing. The escrow agreement is filed as Exhibit 10.2 to this Form 8-K.
Asset Purchase Agreement
On
January 13, 2005, the Company entered into an Asset Purchase Agreement (the "Asset
Purchase Agreement") with Kwajo Sarfoh, the Company's President and Treasurer
and a member of the Company's board of directors. Pursuant to the Asset Purchase
Agreement, the Company will sell to Mr. Sarfoh, on an "AS IS" "WHERE
IS" basis all of the Company's interest in the Company's name "Cape
Coastal Trading Corporation," its Website (www.ghanacrafts.com), and all of the other
agreements, contracts, leases, licenses and other arrangements and other intangible
property of the Company (the "Purchased Assets") to the extent that the same
relate to the business (the "Business") of importing artworks and crafts from
Ghana, Africa to sell to vendors and customers in the U.S.
The
terms of the Agreement require Mr. Sarfoh to assume all of the existing and future
liabilities and obligations of the Business. The purchase price for the Purchased Assets
is $17,000. This amount will be paid at the closing of the transactions contemplated by
the Asset Purchase Agreement (the "APA Closing") by Mr. Sarfoh's delivery
to the Company of a release of all amounts owed by the Company to Mr. Sarfoh, including a
shareholder loan by Mr. Sarfoh to the Company in the amount of approximately $17,000. No fairness opinion was obtained in connection
with the transactions contemplated by the Asset Purchase Agreement.  The board of  directors, consisting of Kwajo Sarfoh and
Trae O'Neil High, approved this transaction and indicated that such transaction was in the
best interests of the Company and its stockholders. The
Asset Purchase Agreement is filed as Exhibit 10.3 to this Form 8-K.
The
APA Closing will take place on the earlier of (a) the soonest practicable date following
the date that the Company acquires or commences an operating business, (b) the last day of
the sixth month following the date that the Asset Purchase Agreement was entered into, or (c)
such other date as the parties may mutually agree. If the APA Closing occurs under clause
(b) above then the Company would have the right to continue to use the name "Cape
Coatal Trading Corporation" for an additional six months following such APA Closing.
The
Asset Purchase Agreement also requires Mr. Sarfoh to remain as a director of the Company
and as its President and Treasurer until the date that his resignation becomes effective
as described above. During such transition period, Mr. Sarfoh agrees not to obligate the
Company in any way or otherwise cause the Company to incur any liabilities whatsoever,
without the prior written consent of the Purchasers. During the transition period, Mr.
Sarfoh also agrees not to take any action with regard to the Purchased Assets, except with
the prior written consent of the Purchasers or except as may be reasonably necessary to
safeguard the Purchased Assets and the value thereof.
Change of Business Plan
From and after the Closing Date,
the Company will no longer operate the Business.  Instead, the Company's business plan will
now consist of exploring potential targets for a business combination with the Company through a purchase of assets, share purchase
or exchange, merger or similar type of transaction.  Except as contemplated by the Asset Purchase Agreement and the Stock Purchase
Agreement and except as otherwise expressly described herein, neither the Purchasers nor the Company have any specific plans or
proposals at this time which relate to or would result in: (a) the acquisition by any person of additional securities of the Company;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) any change in
the present board of directors or management of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of
the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter,
bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other
person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity
securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or
(j) any similar action to those enumerated above.
Item 5.01      Change in
Control of the Registrant
See Item 1.01 above.
Item 5.02      Departure of Director or Principal Officers;  Election of Directors;  Appointment of Principal Officers
Pursuant
to the terms of the Stock Purchase Agreement, each of Kwajo Sarfoh and Trae O'Neil
High, the only directors of the Company, have agreed to resign from their positions as
directors. Kwajo Sarfoh has agreed to resign from his position as the President and
Treasurer of the Company and Trae O'Neil High has agreed to resign from his position
as Secretary of the Company. Mr. High's resignation as a director and from all
offices with the Company that he holds became effective at Closing. Mr. Sarfoh's
resignation will not become effective until the later of (i) the date that the Company
files its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 and
(ii) upon the tenth day following the mailing by the Company to its shareholders of an
information statement on Schedule 14f-1 that will also be filed with the Securities and
Exchange Commission.
At
the Closing, Geoffrey Alison, age 32, was appointed as a director and as a Secretary of
the Company. Mr. Alison will be appointed to the additional positions of President and
Treasurer effective upon the effective date of Mr. Sarfoh's resignation. At such
time, Mr. Alison will become the sole director and sole officer of the Company holding the
positions of President, Treasurer and Secretary of the Company.
Geoffrey
Alison has been registered with the National Association of Securities Dealers since 1999
and has worked as a General Securities Principal for various securities firms including
Stock USA, Inc (January 1999 – October 2001) and Assent, LLC (November 2001 –
August 2004). From September 2004 through the present date, Mr. Alison has been a
registered General Securities Principal with ECHOtrade, a Philadelphia Exchange member
firm, as a securities trader for his own capital and benefit. From July 2003 through
January 2005, he served as Chief Financial Officer, Secretary and a director of Intrac,
Inc. (OTCBB:ITRD). In October, 2002, Mr. Alison co-created Greenvest Industries, Inc.
which manufactures pet products under the brand name Happy Tails Pet Beds. Mr. Alison is
currently President and CEO of Greenvest Industries, Inc.
Mr. Alison has not been named
to any committees of the Company's Board of Directors, and any committees of the Company's
Board of Directors to which Mr. Alison may be named have not been determined, as of the filing of this report.
The
Company will file an information statement pursuant to Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 promulgated thereunder and will be mailing out the
information statement to the stockholders of the Company.
Item 9.01.      Financial
Statements and Exhibits.
(c)       
          Exhibits.
Exhibit 10.1 – Stock Purchase
Agreement, dated January 6, 2005, among the Company, the Sellers and the Purchasers.
Exhibit 10.2 – Escrow Agreement,
dated January 6, 2005, among the Company, the Sellers, the Purchasers and the Law Offices
of Robert L. B. Diener, as escrow agent.
Exhibit 10.3 – Asset Purchase
Agreement, dated January 13, 2005, between the Company and Kwajo Sarfoh.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
CAPE COASTAL TRADING CORPORATION
Date:  January 14, 2005
By:
/s/ Kwajo M. Sarfoh
Kwajo M. Sarfoh, President
EXHIBIT INDEX
Exhibit
Number
Description
10.1
Stock Purchase Agreement, dated January 6, 2005, among the Company, the Sellers and the Purchasers.
10.2
Escrow Agreement, dated January 6, 2005, among the Company, the Sellers,
the Purchasers and the Law Offices
of Robert L. B. Diener, as escrow agent.
10.3
Asset Purchase Agreement, dated January 13, 2005, between the Company and Kwajo Sarfoh.