UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





(Mark
one)


x  QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934


For the
Quarterly Period Ended March 31, 2010





OR





 ̈  TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934


For the
transition period from  to





Commission
File Number 1-13984





BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


(Exact
name of registrant as specified in its charter)





New York
                  
                  13-3832215(State
      or other jurisdiction of
                  
                  (I.R.S.
      Employerincorporation
      or organization)
                  
                  Identification
      Number)





2070 Central Park Avenue
2ndFl. Yonkers, NY
10710


(Address
of principal executive offices)





(914)
361-1420


(Registrant’s
telephone number including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
proceeding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x  No  ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  ̈ No  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act (check one): Large Accelerated filer  ̈ Accelerated filer  ̈ Non-accelerated filer
(do not check if a smaller reporting company)  ̈ Smaller reporting
company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  ̈ No x





As of
April 15, 2010, there were 684,445 shares of the registrant’s common stock, par
value $0.025 per share, outstanding.








INDEX





PART
      I. FINANCIAL INFORMATIONItem
      1.  Financial statements: (unaudited)Balance
      Sheets as of March 31, 2010 (unaudited) and December 31,
    2009
                          
                          
                          1Statements
      of Operations for the three months ended March 31, 2010 and 2009
      (unaudited)
                          
                          
                          2Statements
      of Cash Flows for the three months ended March 31, 2010 and 2009
      (unaudited)
                          
                          
                          3Notes
      to Financial Statements
                          
                          
                          4Item
      2.  Management's Discussion and Analysis of Financial Condition
      and Results of Operations
                          
                          
                          9Item
      3.  Quantitative and Qualitative Disclosures about Market
      Risk
                          
                          
                          11Item
      4 T. Controls and Procedures
                          
                          
                          11PART
      II. OTHER INFORMATIONItem
      1.  Legal Proceedings
                          
                          
                          12Item
      1A. Risk Factors
                          
                          
                          12Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                          
                          
                          12Item
      3. Defaults Upon Senior Securities
                          
                          
                          12Item
      4. [Removed and Reserved]
                          
                          
                          12Item
      5. Other Information
                          
                          
                          12Item
      6. Exhibits
                          
                          
                          13SIGNATURES
                          
                          
                          14CERTIFICATIONS
                          
                          
                          15





PART
I. FINANCIAL INFORMATION





Item
1. Financial statements





BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


BALANCE
SHEETS





March 31, 2010
                                                  
                                                  
                                                  December 31, 2009(Unaudited)
                                                  
                                                  
                                                  (1)ASSETSCurrent
      assets:Cash
                                                  
                                                  $
                                                  311
                                                  
                                                  
                                                  $
                                                  155Accounts
      receivable
                                                  
                                                  
                                                  23,232
                                                  
                                                  
                                                  
                                                  22,732Total
      current assets
                                                  
                                                  
                                                  23,543
                                                  
                                                  
                                                  
                                                  22,887Other
      assets:Trademark,
      net of amortization
                                                  
                                                  
                                                  41,625
                                                  
                                                  
                                                  
                                                  43,125Total
      other assets
                                                  
                                                  
                                                  41,625
                                                  
                                                  
                                                  
                                                  43,125$
                                                  65,168
                                                  
                                                  
                                                  $
                                                  66,012LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      liabilities:Accounts
      payable
                                                  
                                                  $
                                                  40,547
                                                  
                                                  
                                                  $
                                                  35,951Accrued
      expense
                                                  
                                                  
                                                  426,700
                                                  
                                                  
                                                  
                                                  403,863Notes
      payable
                                                  
                                                  
                                                  815,000
                                                  
                                                  
                                                  
                                                  815,000Cash
      advances, officer
                                                  
                                                  
                                                  84,482
                                                  
                                                  
                                                  
                                                  83,900Total
      current liabilities
                                                  
                                                  
                                                  1,366,729
                                                  
                                                  
                                                  
                                                  1,338,714Stockholders'
      deficiency:Preferred
      stock $.001 par value, authorized 2,000,000 shares, none
      issued
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Common
      stock, $.025 par value, authorized 30,000,000 shares, issued and
      outstanding 684,445 shares
                                                  
                                                  
                                                  17,110
                                                  
                                                  
                                                  
                                                  17,110Additional
      paid in capital
                                                  
                                                  
                                                  12,254,135
                                                  
                                                  
                                                  
                                                  12,254,135Accumulated
      deficit
                                                  
                                                  
                                                  (13,572,806
                                                  )
                                                  
                                                  
                                                  (13,543,947
                                                  )Total
      stockholders’ deficiency
                                                  
                                                  
                                                  (1,301,561
                                                  )
                                                  
                                                  
                                                  (1,272,702
                                                  )Total
      liabilities and stockholders’ deficiency
                                                  
                                                  $
                                                  65,168
                                                  
                                                  
                                                  $
                                                  66,012





(1)
Derived from Audited Financial Statements.





See notes
to unaudited financial statements.


1





BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
OF OPERATIONS


(UNAUDITED)





Three MonthsEnded March 312010
                              
                              
                              2009Licensing
      fees
                              
                              $
                              3,000
                              
                              
                              $
                              3,000Selling,
      general and administrative expenses
                              
                              
                              5,372
                              
                              
                              
                              6,553Interest
      expense
                              
                              
                              26,487
                              
                              
                              
                              26,48731,859
                              
                              
                              
                              33,040Net
      loss
                              
                              $
                              ( 28,859
                              )
                              
                              $
                              ( 30,040
                              )Earnings
      per common share:Basic
      and diluted:
                              
                              $
                              (.04
                              )
                              
                              $
                              (.04
                              )Weighted
      average number ofcommon
      shares outstanding
                              
                              
                              684,445
                              
                              
                              
                              684,445





See notes
to unaudited financial statements.




2




BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
OF CASH FLOWS


(UNAUDITED)





Three MonthsEnded March 312010
                                        
                                        
                                        2009Operating
      activities:Net
      loss
                                        
                                        $
                                        (28,859
                                        )
                                        
                                        $
                                        (
      30,040
                                        )Amortization
                                        
                                        
                                        1,500
                                        
                                        
                                        
                                        1,500Increase
      (decrease) in operating assets and liabilities:Accounts
      receivable
                                        
                                        
                                        (500
                                        )
                                        
                                        
                                        10,500Accounts
      payable
                                        
                                        
                                        4,596
                                        
                                        
                                        
                                        (14,794
                                        )Accrued
      expenses
                                        
                                        
                                        22,837
                                        
                                        
                                        
                                        30,071Net
      cash used in operating activities
                                        
                                        
                                        (426
                                        )
                                        
                                        
                                        ( 2,763
                                        )Financing
      activities:Proceeds
      from cash advances, officer
                                        
                                        
                                        582
                                        
                                        
                                        
                                        -Net
      cash provided by financing activities
                                        
                                        
                                        582
                                        
                                        
                                        
                                        -Net
      increase (decrease) in cash and cash equivalents
                                        
                                        
                                        156
                                        
                                        
                                        
                                        (2,763
                                        )Cash
      and cash equivalents, beginning of period
                                        
                                        
                                        155
                                        
                                        
                                        
                                        4,058Cash
      and cash equivalents, end of period
                                        
                                        $
                                        311
                                        
                                        
                                        $
                                        1,295Supplemental
      disclosures:Cash
      paid during the year for:Taxes:
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -Interest:
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -





See notes
to unaudited financial statements.


3





BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


MARCH 31,
2010





1.
            Basis
      of presentation:





The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and the instructions to Form 10-Q.  Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. For further information,
refer to the financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2009 filed
with the Securities and Exchange Commission on April 15,
2010.





The
results of operations for the three months ended March 31, 2010 are not
necessarily indicative of the results for the full fiscal year ending December
31, 2010.





Accounting
standards have been issued or proposed by the FASB and other standards-setting
bodies that are not expected to have a material impact on the financial
statements for the period ending March 31, 2010 upon
adoption.





2.
            Description
      of business and going concern:





The
Company was a manufacturer of baking and confectionery products, which were sold
to supermarkets, food distributors, educational institutions, restaurants, mail
order and to the public.  Although the Company sold its products
throughout the United States, its main customer base was on the East Coast of
the United States. The Company has now become a holder and licensor of
intellectual property.





The
accompanying financial statements are prepared assuming the Company will
continue as a going concern.  At March 31, 2010, the Company had an
accumulated deficit of $13,572,806, and a working capital deficiency of $
1,343,186.  Additionally, for the three months ended March 31, 2010,
the Company incurred net losses of $28,859 and had negative cash flows from
operations in the amount of $426.  The ability of the Company to
continue as a going concern is dependent upon increasing licensing fees and
obtaining additional capital and financing.  While the Company
believes in the viability of its strategy to increase licensing fees and in its
ability to raise additional funds, there can be no assurances to that
effect.





3.
            Summary
      of significant accounting policies:





Cash and
cash equivalents:


For the
purpose of the statement of cash flows, the Company considers all short-term
debt securities purchased with a maturity of three months or less to be cash
equivalents.





Accounts
receivable and allowances:


Accounts
receivable are reported at net realizable value. Management considers the need
for an allowance for doubtful accounts related to its accounts receivable that
are deemed to have potential collectability issues. Management reviews its
accounts receivable on a quarterly basis. The Company includes any receivables
balances determined to be uncollectible along with a general reserve for
doubtful accounts. No allowance was considered necessary at March 31,
2010.





Use of
estimates:


The
process of preparing financial statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions regarding
certain types of assets, liabilities, revenues and expenses.  Such
estimates primarily relate to unsettled transactions and events as of the date
of the financial statements.  Accordingly, upon settlement, actual
results may differ from estimated amounts.





Net
(Loss) Income per Share:


The
Company computes basic net (loss) income per share based on the weighted average
common shares outstanding during the same period.   Diluted net (loss)
income per share adjusts the weighted average for potential dilution that could
occur if securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock, which
would then share in the earnings of the Company. At March 31, 2010, the
Company had no such securities outstanding.


4


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.
 NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2010
 
 3.
                Summary
      of significant accounting policies
(continued):
 
 Revenue
Recognition:
 Income
from licensing fees are recognized from the sale by our licensee of goods
bearing the Brooklyn Cheesecake & Desserts Company, Inc. trademark. The
Company records revenue when persuasive evidence of an arrangement exists,
services have been rendered or product delivery has occurred, the sales price to
the customer is fixed or determinable, and collectability is reasonably
assured.
 
 Income
Taxes:
 Income
taxes are accounted for using an asset and liability approach that requires the
recognition of deferred tax asset and liabilities for the expected future tax
consequences of events that have been recognized in the Company's financial
statements or tax returns. In estimating future tax consequences, the Company
generally considers all expected future events other than changes in the tax law
or rates. A valuation allowance is recorded when it is deemed more likely than
not that a deferred tax asset will not be realized.
 
 Impairment
of Long-Lived Assets:
 The
Company reviews long-lived assets for impairment whenever circumstances and
situations change such that there is an indication that the carrying amounts may
not be recovered. The recoverability of assets held and used in operations is
measured by a comparison of the carrying amount of the assets to the future net
cash flows expected to be generated by the assets. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the assets exceeds the fair value of the
assets.
 
 Stock
Based Compensation:
 Prior to
October 1, 2005, we accounted for stock options issued under the Plan under the
recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations, as permitted by ASC Topic 718,
“Compensation – Stock Compensation (Formerly SFAS No. 123 (R),
“Share-Based Payments. No stock-based compensation cost related to employee
stock options was recognized in the Consolidated Statement of Operations for the
year ended September 30, 2005 as all options granted under the Plan had an
exercise price equal to the market value of the underlying common stock on the
date of grant.
 
 Effective
October 1, 2005, we adopted the fair value recognition provisions of ASC Topic
718, “Compensation – Stock Compensation (Formerly SFAS No. 123 (R),
“Share-Based Payments using the modified-prospective-transition method. Under
that transition method, compensation cost recognized in the year ended September
30, 2006 includes: (a) compensation cost for all share-based payments granted
prior to, but not yet vested as of September 30, 2005, based on the grant date
fair value estimated in accordance with the original provisions of Statement
123, and (b) compensation cost for all share-based payments granted subsequent
to October 1, 2005, based on the grant-date fair value estimated in accordance
with the provisions of Statement 123(R). Financial results for the period ended
September 30, 2005 have not been restated.
 
 Fair
Value of Financial Instruments:
 The
Company’s financial instruments consist of, accounts receivable, accounts
payable, accrued expenses, and notes payable. The carrying amounts of the
financial instruments reported in the balance sheet approximate fair value based
on the short-term maturities of these instruments.
  5
  BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.
 NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2010
 
 3.
              Summary
      of significant accounting policies
(continued):
 
 Recent
accounting pronouncements:
 
 In June
2009, the Financial Accounting Standards Board (FASB), issued SFAS No. 168, "The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles-a replacement of FASB Statement No. 162". SFAS No. 168
establishes the FASB Accounting Standards Codification as the source of
authoritative accounting principles and the framework for selecting the
principles used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted accounting
principles in the United States. This SFAS is effective for financial statements
issued for interim and annual periods ending after September 15, 2009, and is
not expected to have a material impact on our financial statements.
 
 In June
2009, the FASB issued Accounting Standards Update No. 2009-01, “Generally
Accepted Accounting Principles” (ASC Topic 105) which establishes the
FASB Accounting Standards Codification (“the Codification” or “ASC”)
as the official single source of authoritative U.S. generally accepted
accounting principles (“GAAP”). All existing accounting standards are
superseded. All other accounting guidance not included in the Codification will
be considered non-authoritative. The Codification also includes all relevant
Securities and Exchange Commission (“SEC”) guidance organized using the same
topical structure in separate sections within the Codification.
 
 Following
the Codification, the Board will not issue new standards in the form of
Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts.
Instead, it will issue Accounting Standards Updates (“ASU”) which will serve to
update the Codification, provide background information about the guidance and
provide the basis for conclusions on the changes to the
Codification.
 
 The
Codification is not intended to change GAAP, but it will change the way GAAP is
organized and presented. The Codification is effective for our fiscal year
ending 2009 financial statements and the principal impact on our financial
statements is limited to disclosures as all future references to authoritative
accounting literature will be referenced in accordance with the Codification. In
order to ease the transition to the Codification, we are providing the
Codification cross-reference alongside the references to the standards issued
and adopted prior to the adoption of the Codification.
 
 In April
2009, the FASB issued FASB Staff Positions FAS 115-2 and FAS 124-2, “Recognition
and Presentation of Other-Than-Temporary Impairments” (ASC Topic 320-10-65).
This update provides guidance for allocation of charges for other-than-temporary
impairments between earnings and other comprehensive income. It also
revises subsequent accounting for other-than-temporary impairments and expands
required disclosure. The update was effective for interim and annual periods
ending after June 15, 2009. The adoption of FAS 115-2 and FAS 124-2 did not have
a material impact on the results of operations and financial
condition
 
 In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (ASC Topic 855). This
guidance is intended to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or available to be issued. It is effective for
interim and annual reporting periods ending after June 15, 2009. The adoption of
this guidance did not have a material impact on our consolidated financial
statements. The Company evaluated all events and transactions that occurred
after September 30, 2009 up through December 22, 2009. During this period no
material subsequent events came to our attention.
 
 Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the consolidated financial statements
upon adoption.
  6
  BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.
 NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2010
 
 4.
              Trademark
      and licensing agreements:
 
 On March
7, 2002, the Company purchased the rights to the trademarks Brooklyn Cheesecake
Company, Inc. and Brooklyn Cheesecake and Desserts Company, Inc. and the
related corporate logo in exchange for 300,000 shares of the Company's
common stock, valued on the purchase date at $90,000. The trademark rights
are being amortized on the straight-line basis over a fifteen-year
term. Amortization expense was $1,500 and $1,500 for the three months ended
March 31, 2010 and 2009, respectively.
 
 On March
28, 2006, the Company entered into a licensing agreement with its former
Chairman and CEO, whereby a one percent of sales fee would be charged for
the use of the Brooklyn Cheesecake & Desserts Company, Inc. trademarks.
Licensing fees were $3,000 and $3,000 for the three months ended March 31, 2010
and 2009, respectively.
 
 March
      31
                      
                      
                      December
      312010
                      
                      
                      2009Trademark
                      
                      $
                      90,000
                      
                      
                      $
                      90,000Less:
      Accumulated Amortization
                      
                      
                      (48,375
                      )
                      
                      
                      (46,875
                      )Trademark,
      Net
                      
                      $
                      41,625
                      
                      
                      $
                      43,125
 
 The
following is a schedule of future amortization of the trademark:
 
 2010
                    
                    
                    6,0002011
                    
                    
                    6,0002012
                    
                    
                    6,0002013
                    
                    
                    6,0002014
                    
                    
                    6,000Thereafter
                    
                    
                    11.625$
                    41,625
 5.
              Notes
      payable:
 
 A note
dated January 31, 2006 was issued and is payable to Ronald L. Schutté the former
Chairman and CEO payable on demand, with interest at the rate of 13%, per annum,
and secured by the Company’s trademarks. The original amount of the loan was
$995,818 of which $195,818 plus additional loans and accrued interest was
satisfied upon completion of an exchange agreement dated March 28, 2006 (see
note 8). Mr. Schutté also advanced $15,000 to the Company to cover additional
expenses during the period. The balance at March 31, 2010 and December 31, 2009
was $815,000 and is included in current liabilities.
 
 6.
              Cash
      Advances Officer:
 
 Anthony
Merante, the Company’s Chairman, President and CEO, makes cash advances to the
Company from time to time to enable it to meet its payment obligations. These
advances bear no interest and are payable on demand. Mr. Merante made cash
advances in the aggregate amount of $582 to the Company during the three months
ended March 31, 2010. Amounts due to Mr. Merante at March 31, 2010 and December
31, 2009 were $84,482 and $83,900, respectively.
  7
  BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.
 NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2010
 
 7.
              Income
      taxes:
 
 The
Company accounts for income taxes under an asset and liability approach to
financial accounting and reporting for income taxes. Deferred income tax assets
and liabilities are computed annually for differences between the financial
statement and income tax bases of assets and liabilities that will result in
taxable or deductible amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income.
 
 Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense is the tax payable or
refundable for the period, plus or minus the change during the period in
deferred tax assets and liabilities. There was no cumulative effect of adoption
or current effect in continuing operations mainly because the Company has
accumulated a net operating loss. The Company has made no provision for a
deferred tax asset due to the net operating loss carry-forward because a
valuation allowance has been provided which is equal to the deferred tax asset.
It cannot be determined at this time that a deferred tax asset is more likely
than not to be realized.
 
 The
Company has a loss carry-forward of approximately $4,000,000 that may be offset
against future taxable income. The carry-forward losses expire at the end of the
years 2012 through 2029. Utilization of the Company’s operating loss
carry-forwards could be limited based on changes in ownership as defined in
Internal Revenue Code Section 382.
 
 8.
              Exchange
      Agreement:
 
 On March
28, 2006, the Company entered into an exchange agreement with Ronald L. Schutté
its former Chairman and CEO whereby the Company exchanged $1,145,315 in assets
in exchange for the assumption of $1,145,315 of the $1,945,315 liabilities of
the Company by an entity established by Mr. Schutté which included some of the
debt due to Mr. Schutté. The balance of the Company’s $800,000 obligation to Mr.
Schutté will be repaid upon the Company raising additional capital. Mr. Schutté
also assumed the balance of the building lease and various equipment leases. The
Company also entered into an exclusive licensing agreement with Mr. Schutté and
a company owned by Mr. Schutté whereby, the Company receives one percent of
sales as a royalty for use of the Company’s trademarks. Mr. Schutté also
acquired the stock of the Company’s J.M. Specialty, Inc.
subsidiary.
 
 9.
              Subsequent
      Events
 
 For
purposes of determining whether a post balance sheet event should be evaluated,
to determine whether it has an effect on the financial statements for the period
ending March 31, 2010, subsequent events were evaluated by the company as of
April 23, 2010, the date on which the unaudited financial statements for the
period ending March 31, 2010, were available to be issued.
  8
  Forward
Looking Statements
  This
Quarterly Report on Form 10-Q includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about us that may cause our actual results,
level of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may,” “will,” “should,”
“could,” “would,” “expect,” “plan,” “anticipate,” ”believe,” “estimate,”
”continue,” or the negative of such terms or other similar expressions. Factors
that might cause or contribute to such a discrepancy include, but are not
limited to, those in our other Securities and Exchange Commission filings,
including our Annual Report on Form 10K filed on April 15, 2010. The following
discussion should be read in conjunction with our Financial Statements and
related Notes thereto included elsewhere in this report.
 
 Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
 
 Overview
 
 From March 2002 through March
2006, we were a manufacturer of baking and confectionary products. In March
2006, we entered into an Exchange Agreement pursuant to which we exchanged our
baking equipment and other fixed assets and JM Specialties, Inc., our wholly
owned subsidiary, for the satisfaction and assumption of approximately
$1,145,000 of outstanding liabilities and obligations owed to Ronald L. Schutté,
our former president and chief executive officer. We retained our trademarks and
now license these trademarks to a New Jersey corporation formed by Mr. Schutté
to continue the baking operations that were transferred to him pursuant to the
Exchange Agreement.
 
 We
presently do not have sufficient cash to implement our business
plan.
 
 We have experienced this lack of
liquidity throughout 2009 and the first three months of 2010, causing us to be
unable to meet our obligations as they come due. We believe that we need to
raise or otherwise obtain at least $1,000,000 in additional financing in order
to satisfy our existing obligations and implement our business plan.If we are not
successful in obtaining such financing, we may not be able to continue to
operate our business.
 
 Although we are hopeful that licensing
fees will increase in the future and be sufficient to pay related expenses, we
will also look for additional opportunities.
 
 The following discussion and analysis
should be read in conjunction with the financial statements and the related
notes thereto included in this Quarterly Report on Form 10-Q.
 
 Critical
Accounting Policies
 
 Revenue
Recognition:
 
 Income from licensing fees are
recognized from the sale by our licensee of goods bearing the
Brooklyn
 Cheesecake
& Desserts Company, Inc. trademark. The Company records revenue when
persuasive evidence of an arrangement exists, services have been rendered or
product delivery has occurred, the sales price to the customer is fixed or
determinable, and collectability is reasonably assured.
  9
  Results
of Operations
 
 Three
Months Ended March 31, 2010 Compared to the Three Months Ended March 31,
2009
 
 Licensing
fees aggregated $3,000 and $3,000 for the three months ended March 31, 2010 and
2009. There was no change.
 
 Selling,
general and administrative expenses totaled $5,372 and $6,552 for the three
months ended March 31, 2010 and 2009. The decrease of $1,180 or 18% was the
result of lower legal, audit and public company related expenses during the
three months ended March 31, 2010.
 
 Interest
expense was $26,487 and $26,487 for the three months ended March 31, 2010 and
2009. There was no change. Interest is charged at 13% per annum on the $815,000
note payable.
 
 Liquidity
and Capital Resources
 
 Since
inception, our only source of working capital has been the $8,455,000 received
from the sale of our securities.
 
 As of
March 31, 2010, we had negative working capital of $1,343,186 as compared to
negative working capital of $1,315,827 at December 31, 2009.
 
 Net Cash
Used in Operating Activities during the three months ended March 31, 2010 of
$426 was due to our net loss of $28,859 and an increase in accounts receivable
of $500 offset by a increase in accounts payable of $4,596, an increase in
accrued expenses of $22,837 and amortization expense of $1,500.
 
 Net Cash
Provided by Financing Activities during the three months ended March 31, 2010 of
$582 was due to officer advances.
 
 Although
we have previously been successful in obtaining sufficient capital funds through
issuance of common stock and warrants, there can be no assurance that we will be
able to do so in the future especially given the recent liquidity crisis in the
credit markets. We expect that the continued deterioration in the worldwide
economy will adversely affect licensing fee revenue.
 
 Inflation
and Seasonality
 
 Licensing revenue will vary since it is
tied to peak baking seasons. Revenues are generally higher during holiday
seasons such as Thanksgiving, Christmas, Jewish New Year, Easter and Passover
than they are during other times of the year.
 
 Off-Balance
Sheet Arrangements
 
 There were no off-balance sheet
arrangements during the three months ended March 31, 2010 that have, or are
reasonably likely to have, a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to our interests.
  10





Item
3. Quantitative and Qualitative Disclosures About Market Risk





This
disclosure is not required for a smaller reporting company.





Item
4 T. Controls and Procedures





EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES.




As
of  March 31, 2010, we carried out an evaluation of the effectiveness
of the design and operation of our “disclosure controls and procedures” (as
defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) under the supervision
and with the participation of our management, including Anthony J. Merante, our
Chief Executive Officer and Chief Financial Officer. Based upon that evaluation,
Mr. Merante concluded that our disclosure controls and procedures are
effective at a reasonable assurance level to ensure that information required to
be disclosed in our reports filed or submitted under the Exchange Act is
accumulated and communicated to management to allow timely decisions regarding
required disclosure.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management to allow timely decisions regarding
required disclosure.





CHANGES
IN INTERNAL CONTROLS




During
the quarter ended March 31, 2010, there was no change in the issuer’s internal
control over financial reporting that has materially affected, or is reasonable
likely to materially affect, the issuer’s internal control over financial
reporting.




LIMITATIONS
ON THE EFFECTIVENESS OF CONTROLS.





A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, control may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost effective control
system, misstatements due to error or fraud may occur and not be detected. The
Company conducts periodic evaluations of its internal controls to enhance, where
necessary, its procedures and controls.


11





PART
II – OTHER INFORMATION





Item
1. Legal Proceedings





From time
to time we may be a party to legal proceedings occurring in the ordinary course
of business.  We are not currently involved in any legal
proceedings.





Item
1A. Risk Factors





This
disclosure is not required for a smaller reporting company.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds




None.


Item
3. Defaults Upon Senior Securities




None




Item
4. [Removed and Reserved]






Item
5. Other Information





None.


12





Item
6. Exhibits





(a)
Exhibits





3.1
            Restated
      Certificate of Incorporation.  Incorporated by reference to the
      Company's Registration Statement on Form SB-2 Registration Number
      33-96094.





3.2
            Amended
      and Restated By-laws.  Incorporated by reference to the
      Company's Registration Statement on Form SB-2 Registration Number
      33-96094.





3.3
            Amendment
      to Certificate of Incorporation.   Incorporated by
      reference to the Company's Current Report on Form 8-K, dated February 23,
      2005.





3.4
            Amendment
      to Certificate of Incorporation.   Incorporated by
      reference to the Company's Current Report on Form 8-K, dated March 22,
      2006.





4.1
            Form
      of certificate for shares of Common Stock.  Incorporated by
      reference to the Company's Registration Statement on Form SB-2
      Registration Number 33-96094.





4.2
            2004
      Stock Incentive Plan.  Incorporated by reference to the
      company’s Definitive Proxy statement filed on Form Schedule 14A dated July
      15, 2004.





31.1
            Certification
      dated April 23, 2010 pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)
      as adopted pursuant to Section 302 of the Sarbanes Oxley-Act of 2002 by
      Anthony J. Merante, Chairman, President, Chief Executive Officer, and
      Chief Financial Officer.





32.1
            Certification
      dated April 23, 2010 pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made by Anthony
      J. Merante, Chairman, President, Chief Executive Officer, and Chief
      Financial Officer.


13





SIGNATURES





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





Brooklyn
Cheesecake & Desserts Company, Inc.





By:
                /s/Anthony J. MeranteChairman,
      President, Chief Executive Officer and Chief Financial
    Officer(principal
      financial officer and principal accounting
  officer)





Date:
April 23, 2010


14