UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark one)

|X|   Quarterly Report Pursuant To Section 13 or 15(d) of the Securities
      Exchange Act of 1934
      For the Quarterly Period Ended September 30, 2005

                                       OR

|_|   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1939
      For the transition period from ________ to _______

                         Commission File Number 1-13984

                  Brooklyn Cheesecake & Desserts Company, INC.
                       (Formerly Creative Bakeries, Inc.)
             (Exact name of Registrant as specified in its Charter)

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

                     20 Passaic Avenue, Fairfield, NJ 07004
                     --------------------------------------
                    (Address of principal executive offices)

                                 (973) 808-9292
                                 --------------
              (Registrant's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                 Yes |X| No |_|

As of November 21, 2005, there were 13,525,336 shares of the registrant's common
stock, par value $0.001 per share, outstanding.

Transitional Small Business Disclosure Format (check one) Yes |_|  No  |X|


<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                  NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

INDEX

PART I. FINANCIAL INFORMATION

        Item 1. Condensed consolidated financial statements:

                Balance sheet as of September 30, 2005 (unaudited)           F-2

                Statements of operations for the nine and three months
                  ended September 30, 2005 and 2004 (unaudited)              F-3

                Statements of cash flows for the nine months
                  ended September 30, 2005 and 2004 (unaudited)              F-4

                Notes to condensed consolidated financial
                  Statements                                          F-5 - F-11

        Item 2. Management's discussion and analysis of
                  financial condition or plan of operations

        Item 3. Controls and Procedures

PART II.OTHER INFORMATION

        Item 2. Unregistered sales of equity securities and use of proceeds

        Item 5. Other Information

        Item 6. Exhibits

SIGNATURES

CERTIFICATIONS


<PAGE>

PART I. FINANCIAL INFORMATION

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
            CONDENSED CONSOLIDATED BALANCE SHEET - SEPTEMBER 30, 2005
                                   (UNAUDITED)

                                     ASSETS

Current assets:
  Cash and cash equivalents                                        $      1,020
  Accounts receivable, less allowance for doubtful
   accounts of $400                                                     142,722
  Inventories                                                           564,148
  Prepaid expenses                                                        6,746
                                                                   ------------
    Total current assets                                                714,636
                                                                   ------------

Property and equipment, net                                             288,504
                                                                   ------------

Other assets:
  Security deposits                                                       6,242
  Website development                                                   150,000
  Tradename and licensing agreements,
    net of amortization                                                  68,625
                                                                   ------------
                                                                        224,867
                                                                   ------------
                                                                   $  1,228,007
                                                                   ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
  Cash overdraft                                                   $      1,441
  Accounts payable                                                      497,412
  Accrued expenses                                                       92,588
  Capital lease obligation                                               12,617
  Notes payable                                                         235,060
  Notes payable, officer                                                930,872
                                                                   ------------
    Total current liabilities                                         1,769,990
                                                                   ------------

Other liabilities:
  Capital lease obligation, net of current portion                       39,003
  Notes payable, officer, net of current portion                         68,882
  Deferred rent                                                          25,700
                                                                   ------------
                                                                        133,585
                                                                   ------------
Stockholders' deficiency:
  Preferred stock $.001 par value, authorized 2,000,000
   shares, none issued                                                       --
  Common stock, $.001 par value, authorized 30,000,000
   shares, issued and outstanding 13,525,336 shares                      13,525
  Additional paid in capital                                         11,887,399
  Accumulated deficit                                               (12,576,492)
                                                                   ------------
    Total stockholders' deficiency                                     (675,568)
                                                                   ------------

                                                                   $  1,228,007
                                                                   ============

           See notes to condensed consolidated financial statements.


                                      F-2
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                            Nine Months                        Three Months
                                           Ended Sept 30                      Ended Sept 30,
                                     2005               2004              2005              2004
                                  ------------      ------------      ------------      ------------
<S>                               <C>               <C>               <C>               <C>
Net sales                         $  1,218,321      $  1,746,549      $    332,763      $    588,644

Cost of sales                        1,002,987         1,573,260           269,541           535,110
                                  ------------      ------------      ------------      ------------

Gross profit                           215,334           173,289            63,222            53,534
                                  ------------      ------------      ------------      ------------

Selling, general and
 administrative expenses               771,013           732,745           242,103           228,587
Write-off of tradename rights               --            17,981                --            17,981
Gain on sale of asset                       --           (10,000)               --           (10,000)
Interest expense                        77,520            48,941            30,625            16,474
                                  ------------      ------------      ------------      ------------
                                       848,533           789,667           272,728           253,042
                                  ------------      ------------      ------------      ------------

Net loss                          ($   633,199)     ($   616,378)     ($   209,506)     ($   199,508)
                                  ============      ============      ============      ============

Earnings per common share:
 Primary and fully diluted:

  Net loss per common
   share - basic and diluted      ($      0.05)     ($      0.10)     ($      0.02)     ($      0.03)
                                  ============      ============      ============      ============

Weighted average number of
 common shares outstanding
 basic and diluted                  11,988,902         5,991,304        12,884,445         6,631,202
                                  ============      ============      ============      ============
</TABLE>

           See notes to condensed consolidated financial statements.


                                      F-3
<PAGE>

         BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

                                                         2005           2004
                                                      ---------      ---------
Operating activities:
  Net loss                                            ($633,199)     ($616,378)
  Adjustments to reconcile net loss
   to cash used in
   operating activities:
     Depreciation and amortization                       64,636         77,710
     Common stock issued for services                   187,250        100,000
     Write-off of tradename rights                           --         17,981
     Gain on sale of equipment                               --        (10,000)
   Changes in other operating assets and
    liabilities from operations:
      Accounts receivable                               157,609        (93,869)
      Inventory                                        (460,346)       (57,851)
      Prepaid expenses                                   42,393         32,682
      Security deposits                                    (477)        (1,051)
      Accounts payable                                   65,904        192,806
      Accrued expenses                                   48,653         10,155
      Deferred rent                                       6,020         11,820
                                                      ---------      ---------

      Net cash used in operating activities            (521,557)      (335,995)
                                                      ---------      ---------

Investing activities:
  Purchase of property and equipment                    (30,163)       (93,222)
  Sale of tradename rights and equipments                    --         35,000
                                                      ---------      ---------

      Net cash used in investing activities             (30,163)       (58,222)
                                                      ---------      ---------

Financing activities:
  Proceeds from notes payable                           232,560         90,152
  Payment of notes payable                                   --       (256,769)
  Proceeds from officers loans                          280,264        487,107
  Payment of officers' loans                                 --         (7,227)
  Proceeds from capital lease obligation                  4,691             --
                                                      ---------      ---------

      Net cash provided by financing activities         517,515        313,263
                                                      ---------      ---------

Net decrease in cash and cash equivalents               (34,205)       (80,954)
                                                      ---------      ---------

Cash and cash equivalents, beginning of period           35,225         82,523
                                                      ---------      ---------

Cash and cash equivalents, end of period              $   1,020      $   1,569
                                                      =========      =========

Supplemental disclosures:
  Cash paid during the year for:
    Interest:                                         $  77,520      $  25,786
                                                      =========      =========

Non cash transactions affecting investing
 and financing:
    Issuance of restricted common shares for debt     $ 168,034      $      --
                                                      =========      =========

            See notes to condensed consolidated financial statements.


                                      F-4
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004


1.    Basis of presentation:

      The accompanying unaudited financial statements have been prepared in
      accordance with generally accepted accounting principles for interim
      financial information and with the instructions to Form 10-QSB.
      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
      considered necessary for a fair presentation have been included. The
      results of operations for the nine months ended are not necessarily
      indicative of the results to be expected for the full year. For further
      information, refer to the consolidated financial statements and footnotes
      thereto included in the Company's annual report for the year ended
      December 31, 2004 included in its Annual Report filed on Form 10-KSB.

      The Company has incurred losses from continuing operations since
      inception. Management has described its plan of action in regard to this
      uncertainty in its latest annual report filed December 31, 2004.

2.    Principles of consolidation:

      The accompanying consolidated financial statements include the accounts of
      the Company and all of its wholly owned subsidiaries. Intercompany
      transactions and balances have been eliminated in consolidation.

3.    Nature of operations, risks and uncertainties:

      The Company is a manufacturer of baking and confectionery products, which
      are sold to supermarkets, food distributors, educational institutions,
      restaurants, mail order and to the public. Although the Company sells its
      products throughout the United States, its main customer base is on the
      East Coast of the United States.

      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.

      The Company maintains all of its cash balances in New Jersey financial
      institutions. The balances are insured by the Federal Deposit Insurance
      Company (FDIC) up to $100,000. At September 30, 2005, the Company had no
      uninsured cash balances.

4.    Accounts receivable:

      Following is a summary of receivables at September 30, 2005:

           Trade accounts                                            $  143,122
           Less allowance for doubtful accounts                            (400)
                                                                     ----------
                                                                     $  142,722
                                                                     ==========

5.    Inventories:

      Inventories at September 30, 2005 consist of:

           Finished goods                                            $  414,438
           Raw materials                                                 67,305
           Supplies                                                      82,405
                                                                     ----------
                                                                     $  564,148
                                                                     ==========


                                      F-5
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

6.    Property and equipment:

      The following is a summary of property and equipment at September 30,
      2005.

           Baking equipment                                          $ 1,520,378
           Furniture and fixtures                                        109,105
           Leasehold improvements                                        180,422
                                                                     -----------
                                                                       1,809,905
           Less:  Accumulated depreciation
                   and amortization                                    1,521,401
                                                                     -----------
                                                                     $   288,504

      Depreciation expense was $60,136 and $60,409 respectively, for the nine
      months ended September 30, 2005 and 2004.

      The useful lives of property and equipment for purposes of computing
      depreciation are:

                                                                      Years

           Machinery and equipment                                       10
           Furniture and computers                                        5
           Leasehold improvements                                    10-15

7.    Loan acquisition costs:

      The Company incurred loan acquisition costs for October 2003 in the amount
      of $16,957 in connection with one of the notes payable financings the
      Company entered into in 2003. In June 2004, the related note was paid in
      full and the remaining acquisition costs were expensed. Loan amortization
      expense for the nine and three months ended September 30, 2004 were
      $12,798 and $0. The loan was repaid in June 2004.

8.    Tradename and licensing agreements:

      On March 7, 2002, the Company purchased the rights to the tradenames
      Brooklyn Cheesecake Company, and Brooklyn Cheesecake and Desserts Company,
      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
      tradename rights are being amortized on the straight-line basis over a
      fifteen-year term. Amortization expense was $4,500 for each of the nine
      months ended September 30, 2005 and 2004.

      The following is a schedule of future amortizations on the trade name:


        2006                                                       $ 6,000
        2007                                                         6,000
        2008                                                         6,000
        2009                                                         6,000
        2010                                                         6,000
        Thereafter                                                  38,625
                                                                   -------
                                                                   $68,625
                                                                   =======


                                      F-6
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

9.    Notes payable, officer:

      Note dated May 21, 2004 in the amount of $54,000, payable on demand, with
      interest at the rate of 8.5% per annum. The note is unsecured. This note
      consolidates in a single promissory note several loan advances received by
      the Company in the first and second quarter of 2004.

      Note dated June 15, 2004 in the amount of $317,000, with interest at the
      rate of 13% per annum. Interest payments are due on the last day of each
      month with the note maturing on November 30, 2005. The note is secured by
      all of the Company's assets.

      Note payable effective April 2, 2003 in the original amount of $50,000,
      with a variable interest rate that was 8.74% at June 30, 2005. Monthly
      payment of principal and interest are approximately $1,300. Note is
      unsecured. The outstanding balance on the loan was $48,060 at September
      30, 2005.

      Note dated January 1, 2003 in the original amount of $88,000 with an
      interest rate of 8.5% per annum. The note is unsecured. Interest only
      payments are due for the first eighteen months and principal and interest
      are due monthly thereafter until the maturity date of December 31, 2005.
      The balance on the note was $110,620 at September 30, 2005 including
      accrued interest.

      Note dated December 31, 2004 in the amount of $111,651, payable on demand,
      with interest at the rate of 8.5% per annum. The note is unsecured. This
      note consolidates in a single promissory note several loan advances
      received by the Company in the third quarter of 2004.

      Note dated September 30, 2005 in the amount of $177,089, payable on
      demand, with interest at the rate of 8.5% per annum. The note is
      unsecured. This note consolidates loans during the second and third
      quarter of 2005.

      Note dated May 25, 2004 in the amount of $28,000, payable on demand, with
      interest at the rate of 8.5% per annum. The note is unsecured. This note
      consolidates in a single promissory note several loan advances received
      during the first and second quarters of 2004.

      Note payable effective August 18, 2003 in the original amount of $54,000,
      with a variable interest rate that was 9.25% at September 30, 2005.
      Monthly payments of principal and interest are approximately $1,000. Note
      is unsecured. The outstanding balance on the loan was $50,222 at September
      30, 2005.

      Note dated December 31, 2004 in the amount of $8,911, payable on demand,
      with interest at the rate of 8.5% per annum. The note is unsecured. This
      note consolidates in a single promissory note several loan advances
      received during the third and fourth quarters of 2004.

      Note dated September 30, 2005 in the amount of $94,201, payable on demand,
      with interest at the rate of 8.5% per annum. The note is unsecured. This
      note consolidates in a single promissory note several loan advances
      received during the first, second, and third quarters of 2005.

      Maturities for the next five years are as follows:

        September 30, 2006                                      $   930,872
        September 30, 2007                                           18,000
        September 30, 2008                                           18,000
        September 30, 2009                                           18,000
        September 30, 2010                                            7,500
           Thereafter                                                 7,382
                                                                -----------
                                                                $   999,754
                                                                ===========


                                      F-7
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004


10.   Leases- Capital:

      Capitalized lease with an order date of March 9, 2004, in the amount of
      $47,940 plus a 10% buyout amount of $4,794. Monthly payments of principal
      and interest in the amount of $1,051 commenced April 7, 2004, payable over
      60 months. The lease matures in April 2009. The balance of the lease was
      $40,825 at September 30, 2005. The note is guaranteed by a member of the
      Board of Directors.

      Capitalized lease with an order date of February 22, 2005, in the amount
      of $13,000. Monthly payments of principal and interest in the amount of
      $477 commenced March 22, 2005, payable over 36 months. The lease matures
      in February 2008. The balance of the lease was $10,795 at September 30,
      2005. The note is guaranteed by a member of the Board of Directors.

      At September 30, 2005 equipment held under capital leases is summarized as
      below:

        Manufacturing equipment                                      $ 66,129
        Less: Accumulated depreciation                                 (7,454)
                                                                    ----------
                                                                     $ 58,675
                                                                    ==========

      Minimum Future Lease Payments

      Minimum future lease payments under capital leases as of September 30,
      2005 for each of the next four years and in the aggregate are:

        Quarter Ended September 30,
        2006                                                          $ 18,336
        2007                                                            18,336
        2008                                                            14,997
        2009                                                             6,306
                                                                    -----------
        Total minimum lease payments                                    57,975
        Less: Amount representing interest                              (6,355)
                                                                    -----------
        Present value of net minimum lease payment                    $ 51,620
                                                                    ===========

      The interest rates on the capitalized leases are 9.7% and 19% and are
      imputed based on the lower of the Company's incremental borrowing rate at
      the inception of the lease or the lessor's implicit rate of return.

11.   Note Payable

      Note dated June 28, 2004 in the amount of $2,500, payable on demand, with
      interest at the rate of 8.5% per annum. The note is unsecured. The holder
      of the note is a member of the Board of Directors.

      Note payable, as per master factoring agreement addendum dated August 26,
      2005 in the amount of $227,560 (the balance at September 30, 2005). The
      note bares interest of 1.25% for every 15 days outstanding. As of November
      21, 2005 the balance due on this note is approximately $262,748. This note
      is expected to be paid in full by December 30, 2005.

      Employee loan dated August 23, 2005 for $5,000. This loan was repaid on
      October 7, 2005.


                                      F-8
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004


12.   Common Stock:

      The following restricted common stock issuances were made in the fiscal
      year through September 30, 2005:

      o     The Company issued 1,850,000 shares of common stock for services
            valued at $148,000. All the shares were issued to officers of the
            Company, valued at $148,000, or $0.08 per share on January 13, 2005,
            the closing trading price on the date of issuance.

      o     The Company issued 225,427 shares of common stock in settlement of
            an account payable of $18,034. These shares are valued at
            approximately $0.08 per share the closing trading price on the date
            of issuance.

      o     In payment of fees to Company Board members and Corporate Secretary,
            the Company issued 112,500 shares of common stock, valued at $9,000.
            These shares are valued at $0.08 per share the closing trading price
            on the date of issuance.

      o     The Company issued 1,050,000 shares of common stock in settlement of
            website development costs of $63,000. These shares are valued at
            $0.06 per share the closing trading price on the date

      o     The Company issued an additional 1,050,000 shares of common stock as
            consideration of website development costs of $63,000. These shares
            are valued at $0.06 per share the closing trading price on the date
            the agreement was made.

      o     The Company issued 65,913 shares of common stock for services
            rendered valued at $8,750, pursuant to a monthly service retainer
            agreement. These shares were issued at various times during the
            quarter and have per share values ranging from approximately $0.105
            to $0.175 per share depending on the closing trading price on the
            date of issuance.

      o     In payment of fees to Company Board members and Corporate Secretary,
            the Company issued 76,192 shares of common stock, valued at $8,000.
            These shares are valued at $0.105 per share the closing trading
            price on the date of issuance.

      o     The Company issued an additional 400,000 shares of common stock as
            consideration of website development costs of $24,000. These shares
            are valued at $0.06 per share the closing trading price on the date
            the agreement was made.

      o     The Company issued 150,000 shares of common stock for services
            rendered valued at $9,000.

      o     The Company issued 50,000 shares of common stock for services
            rendered valued at $4,500.


      The issuance of the common stock was exempt from registration pursuant to
      Section 4(2) of The Securities Act of 1933, as amended.


                                      F-9
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

13.   Commitments and contingencies:

      The Company rents office, plant and warehouse space in New Jersey under a
      five-year lease that expires August 31, 2008. Rental expense for the nine
      months ended September 30, 2005 and 2004 was $149,127 and $149,351,
      respectively.

      The minimum future rentals on the facilities are as follows:

           September 30, 2006                                      143,000
           September 30, 2007                                      148,500
           September 30, 2008                                      154,000
                                                                  --------
                                                                  $445,500
                                                                  ========

      The Company entered into an agreement for legal services commencing
      February 1, 2005. The agreement calls for one-third of the monthly
      retainer fee of $3,000 to be paid through the issuance of an equivalent
      number of restricted common shares based on an agreed upon market value
      formula. The shares are to be issued on a quarterly basis. There are no
      shares due under this agreement at September 30, 2005.

14.   Concentration of Credit Risk

      As of September 30, 2005, the Company had included in accounts receivable
      two customers whose outstanding balances equaled or exceeded 10% of total
      accounts receivable. The totals were 39%, and 30%. If any of the customers
      should default, it could have a significant impact on the Company's
      operation. During the nine months ended September 30, 2005 those customers
      accounted for 24% of total revenue. In the nine months ended September 30,
      2004, three customers accounted for 28% of total revenue.

      Purchases from one supplier for the nine months ended September 30, 2005
      represented approximately 45%. For the nine months ended September 30,
      2004 purchases from two suppliers represented approximately 56% of
      non-affiliated purchases. At September 30, 2005, amounts due to the
      suppliers amounted to 56% of accounts payable.

15.   Income taxes:

      The Company accounts for income taxes in accordance with Statement of
      Financial Accounting Standards ("SFAS No. 109") "Accounting for Income
      Taxes", which requires 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 basis 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
      carryforward 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 carryforward of $10,301,751 that may be
                  offset against future taxable income. The carryforward losses
                  expire at the end of the years 2005 through 2024.


                                      F-10
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

16.   Earnings per share:

      Basic earnings per share is computed based on the weighted average number
      of shares actually outstanding. Diluted earnings per share includes the
      shares that would have been outstanding assuming conversion of the common
      stock purchase warrants which are considered to be common stock
      equivalents. However, according to FASB 128, effective for financial
      statements issued and annual periods beginning after December 15, 1997,
      entities with a loss from continuing operations should not include the
      exercise of potential shares in the calculation of earnings per share
      since the increase would result in a lower loss per share. Thus, common
      stock purchase warrants and stock options are excluded from the
      calculation of earnings per share.


                                      F-11
<PAGE>

Item 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations

Overview

      Operational and product refinements instituted during fiscal year 2005,
has yielded a 24% increase in gross profit on 30% less sales revenue. A drop in
the gross profit margin from the second quarter can be directly attributed to
the increase in certain key commodities such as sugar and eggs and the increase
cost of ingredients and packaging due to additional "freight in" charges
resulting from higher fuel costs.

      E-Commerce sales have been increasing however, due to a lack of capital to
support Internet advertising and targeted marketing to corporate gift clients
expectations for growth are not realistic. Several components for the website
have not been completed. On going discussions with the web developer to complete
the site continues however, the site may not be fully operational even by the
end of the fiscal year.

      Management has not been successful in fund raising efforts to raise
capital to support marketing and operational needs of the company.

      Management will continue active solicitation for funding sources necessary
to maintain operations as well as seeking acquisition or merger candidates.

Results of Operations

Three and Nine Months Ended September 30, 2005 Compared to Three and Nine Months
Ended September 30, 2004

      The Company had consolidated net sales of $332,763 and $588,644 for the
three months ended September 30, 2005 and 2004 respectively, a decrease of
$255,881, or 43.5%. Consolidated net sales for the nine months ended September
30, 2005 and 2004 were $1,218,321 and $1,746,549 respectively, a decrease of
$528,228, or 30.2%. The decrease in sales is a result of our reduced sales of
low margin products.

      The cost of sales were $269,541 and $535,110 and $1,002,987 and $1,573,260
for the three and nine months ended September 30, 2005 and 2004 respectively, a
decrease of $265,569 (49.6%) and $570,273 (36.3%) respectively. The reduction
was a direct result of the decreased sales. The gross profit percentages for the
three and nine months ended September 30, 2005 average 19.0% and 17.7%
respectively. The inability to purchase ingredients efficiently, due to poor
cash flow, and the slow summer season, were the leading contributors to these
decreases.

      Selling, general and administrative expenses however, totaled $242,103 and
$228,587 for the three months ended September 30, 2005 and 2004 and $771,013 and
$732,745 for the nine months ended September 30, 2005 and 2004 respectively.
This was an increase of $13,546 (5.9%) and $38,268 (5.2%) respectively. This was
a result of managements upgrade of various departments personnel.

      Interest expense was $30,625 and $16,474 for the three-months ended
September 30, 2005 and 2004 respectively, an increase of $14,151 (85.9%).
Interest expense increased $28,579 or 58.4% to $77,520 from $48,941 for the nine
months ended September 30, 2005 and September 30, 2004, respectively. The
increase was a result of increased borrowing.

Segment Information

      Not applicable since retail operations were discontinued.

Liquidity and Capital Resources

      Since its inception the Company's only source of working capital has been
the $8,455,000 received from the issuance of its securities and $999,754 loans
from officers.

      As of September 30, 2005, the Company had a negative working capital from
continuing operations of approximately $1,055,354 compared to a negative working
capital of $854,315 at September 30, 2004.

      Although the Company has previously been successful in obtaining
sufficient capital funds through issuance of common stock and warrants, there
can be no assurance that the Company will be able to do so in the future.


<PAGE>

Risk Factors

      The following information sets forth facts that could cause our actual
results to differ materially from those contained in forward looking statements
we have made in this quarterly report and those we may make from time to time.

      If We Are Unable to Obtain Additional Funds, We May Have to Significantly
Curtail the Scope of Our Operations and Alter Our Business Model.

      Profitable operations are essential for the Company to become viable. The
present business plan contemplates profitable operations will be achieved.
However, in the event that profitable operations are not achieved, our present
financial resources should allow us to continue operations through December 31,
2005. If additional financing is not available when required or is not available
on acceptable terms, we may be unable to continue our operations at current
levels or at all. We are engaged in seeking additional financing and we continue
to impose actions designed to minimize our operating loses. We would consider
strategic opportunities, including investment in the Company, a merger or other
acceptable transactions, to sustain our operations. We do not currently have any
agreements in place with respect to any such strategic opportunity, and there
can be no assurances that additional capital will be available to us on
acceptable terms, or at all. If we are unable to obtain additional financing or
to arrange a suitable strategic opportunity, our business will be placed in
significant financial jeopardy.

      Our Independent Auditors have Stated that Our Recurring Losses from
Operations and Our Accumulated Deficit Raise Substantial Doubt About Our Ability
to Continue as a Going Concern.

      The report of our independent Certified Public Accountants dated March 15,
2005 for the December 31, 2004 consolidated financial statements contained an
explanatory paragraph that states that our recurring losses from operations and
accumulated deficit raise substantial doubt about our ability to continue as a
going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of that uncertainty. We believe
we will need to raise more money to finance our operations and sustain our
business model. We may not be able to obtain additional financing on acceptable
terms, or at all. Any failure to raise additional financing will likely place us
in significant financial jeopardy.

      Our Financial Condition Has Adversely Affected Our Ability to Pay
Suppliers on a Timely Basis Which May Jeopardize Our Ability to Continue Our
Operations Necessary to Continue Shipment and Sales of Our Products.

      As of September 30, 2005 our accounts payable totaled $497,412, of which
$66,651 were over sixty (60) days old. While we have negotiated payment plans
with our major suppliers and vendors whereby we pay C.O.D. with a nominal pay
down of any past due amounts, there can be no assurances that we will be able to
continue these payment plans or obtain the necessary materials and/or
ingredients to produce our baked goods. If we are unable to obtain additional
financing on acceptable terms, our ability to make timely payments to our
critical suppliers will be jeopardized and we will be unable to obtain critical
supplies and services to maintain and continue to manufacture, ship and to sell
our products.

      The Company And the Price Of Our Shares May Be Adversely Affected By the
Public Sale of a Significant Number of the Shares Eligible For Future Sale.

      All but a very small number of the outstanding shares of our Common Stock
are freely tradable. Sales of Common Stock in the public market could materially
adversely affect the market price of our Common Stock. Such sales may also
inhibit our ability to obtain future equity or equity-related financing on
acceptable terms. At our Annual Meeting of Stockholders held August 4, 2004 our
stockholders approved an increase in the number of authorized shares of Common
Stock from 10,000,000 shares to 30,000,000 shares. The issuance and registration
of additional shares could have a significant adverse effect on the trading
price of our Common Stock.

<PAGE>

      We Have Obtained Secured Financing With the Pledge of All of Our Assets.

      We have previously procured interim financing to continue operations in
arms length transactions from the following directors: Ronald L. Schutte, the
Chief Executive Officer and Chairman of the Board, in the amount of $818,420 and
Anthony J. Merante, Director and Chief Financial Officer, in the amount of
$181,334. A $317,000 note to Mr. Schutte is secured by all the assets of the
Company. In the event of default, messers Schutte and Merante will obtain, in
addition to other remedies, the right to all of our assets as well as the right
to appoint qualified members to our Board of Directors that would constitute a
majority.

      We Have Incurred Losses in the Past and We Expect To Incur Losses in the
Future.

      We have incurred losses in each year since our inception. Our net loss for
the fiscal year ended December 31, 2004 was $574,324 and our accumulated deficit
as of December 31, 2004 was $11,943,294. We expect operating losses to continue
through 2005 as we continue our marketing and sales activities and conduct
additional development of our products.

                Risks Related to the Market for Our Common Stock

      The Price of Our Common Stock is Subject to Volatility

      Our Common Stock has traded as low as $.06 per share and as high as $.42
per share in the twelve (12) month ended September 30, 2005. Our average trading
volume is extremely low. As such, a significant sale of our Common Stock may
result in a major fluctuation of the market price. Some other factors leading to
the volatility include:

      o     Price and volume fluctuation in the stock market at large which do
            not relate to our operating performance;

      o     Fluctuation in our operating results;

      o     Concerns about our ability to finance our continuing operations;

      o     Financing arrangements which may require the issuance of a
            significant number of shares in relation to the number shares of our
            Common Stock currently outstanding;

      o     Fluctuations in market demand and supply of our products.

      Our Common Stock is Currently Traded on the
Over-The-Counter-Bulletin-Board and an Investor's Availability to Trade Our
Common Stock May Be Limited by Trading Volume

      The trading volume in our common shares has been relatively limited. A
consistently active trading market for our Common Stock may not continue on the
Over-The-Counter-Bulletin-Board. The average trading volume in our Common Stock
on the Over-The-Counter-Bulletin-Board for the month ended September 30, 2005
was approximately 695 shares.

                          Risks Related to Our Business

      We are Currently Dependent on a Few Major Customers for a Significant
Portion of Our Revenues

      We currently record sales from approximately 36 customers. Five customers
accounted for in excess of 10% of our revenues for the period ended September
30, 2005. There were no customers for the period ending September 30, 2004 that
accounted for in excess of 10% of our revenues. We intend to establish long-term
relationships with our customers and continue to expand our customer base. While
we diligently seek to become less dependent on any one customer, it is likely
that certain business relationships may result in one or more customers
contributing to a significant portion of our revenue in any given year for the
foreseeable future. The loss of one or more of these significant customers may
result in a material adverse effect on our revenues and our ability to become
profitable or our ability to continue our business operations.

<PAGE>

      We Have Limited Ability to Sell and Market Our Products

      At the current time, we have limited marketing capability as compared with
many of our competitors and we do not have a large sales, promotion and
marketing budget as we are constrained by our lack of working capital and our
ability to raise the necessary cash flow from our business operations to
re-invest in our marketing programs. As a result of our limited marketing
capabilities, we are forced to rely upon customer referrals and a part-time
sales force. Our competitors have direct advertising and sales promotion
programs for their products as well as sales and marketing personnel that may
have a competitive advantage over us in contacting prospective customers. Our
position in the industry is considered minor in comparison to that of our
competitors, and while we continue to develop and explore new marketing methods
and techniques and programs directed toward foreign customers, our ability to
compete at the present time is limited. Our success depends upon the ability to
market, penetrate and expand markets and form alliances with distributors.
However, there can be no assurances that:

      o     Our direct selling efforts will be effective;

      o     We will obtain an expanded degree of market acceptance;

      o     We will be able to successfully form relationships with distributors
            to market our products.

      We Depend Upon the Marketability of Primary Products

      Frozen cheesecake, pre-portioned desserts and tart shells are our primary
products. We may have to cease operations if any of our primary products fails
to achieve market acceptance and/or generate significant revenues. Additionally,
the marketability of our products is dependent upon customer taste, preference
and acceptance, which are variables that may be beyond our ability to control.

      We May Not Be Able to Successfully Develop and Market New Products That We
Plan to Introduce

      We plan to develop new baked goods for production. There are numerous
developmental issues that may preclude the introduction of these products into
commercial sale. If we are unable to establish market acceptance for these
products, we may have to abandon them or alter our business plan. Such
modifications to our business plan will likely delay achievement of milestones
related to revenue increases and achievement of profitability.

      We May Experience Problems in Manufacturing Sufficient Quantities and
Commercial Quantities of Our Products

      We may encounter difficulties in the production of our current and any
future products due to such reasons as:

      o     Lack of working capital necessary to gain market acceptance;

      o     Limited equipment and resources to produce product;

      o     Quality control and assurance;

      o     Supplies of ingredients; and

      o     Shortages of qualified personnel.

      Any of the foregoing or other difficulties would affect our ability to
meet increases in demand should our products gain market acceptance.

      We Claim Certain Proprietary Rights in Connection with the Combination of
Ingredients and Manufacture of Our Products

      Although we do not possess any patent protection for the formulation and
production of our products, we believe that the combination of ingredients and
our method of production are unique and important to our ability to produce
quality baked goods and desserts. As we do not possess intellectual property
protection, there is the risk that we may not be able to prevent a competitor
from duplicating our recipes or our methods of production.

<PAGE>

      We Use Certain Names that Do Not Have Protection under Federal or State
Trademark Laws.

      Our use of the names, "Creative Bakeries", "Brooklyn Cheesecake Company"
and "Brooklyn Cheesecake & Desserts Company," under which Brooklyn Cheesecake &
Desserts Company, Inc. conducts business and has established goodwill may be
subject to legal challenge since there are other businesses operating under
similar names and we have not registered trademarks for these names with either
federal or state agencies. In addition, we utilize packaging with depictions of
the Brooklyn Bridge in designed or stylized formats in conjunction with the
names, "Brooklyn Cheesecake Company, Inc." and "Brooklyn Cheesecake and Desserts
Company," which have not been registered with either federal or state agencies.
In that we do not possess registered trademarks for our trade names or trade
dress, we may face opposition to our usage of same that may require us to
discontinue usage of certain trade names or packaging, which in turn will
require us to re-establish goodwill associated with our product names and
packaging. We are seeking trademark registrations with the United States Patent
and Trademark Office but there can be no assurances that we will be successful
in obtaining a registered mark.

      Attraction and Retention of Key Personnel

      Our future success depends in significant part on the continued services
of key sales and senior management personnel. The loss of Ronald L. Schutte, our
Chairman and Chief Executive Officer, Anthony Merante our Chief Financial
Officer, or other key employees could have a material adverse affect on our
business, results of operations and financial condition. There can be no
assurances that we can attract, assimilate or retain other highly qualified
personnel in the future.

      We have Limited Product Liability Insurance Due to the High Cost of Same

      We manufacture, market and sell baked goods and dessert products. In the
event our products are tainted/spoiled or cause illness in consumers, we may
face potential claims. Due to the high cost of product liability insurance, we
only maintain insurance coverage of $2,000,000 to protect against claims
associated with the consumption of our product. Any claim against us, whether or
not successful, may result in our expenditure of substantial funds and
litigation. Further, any claims may require management's time and use of our
resources and may have a materially adverse impact on us.

      Government Regulation: Maintenance of Licenses and Certification

      Brooklyn Cheesecake & Desserts Company is subject to numerous state
regulations relating to the preparation and sale of food. It is also subject to
federal and state laws governing the Company's relationship with employees,
including minimum wage requirements, overtime, working and safety conditions,
and citizenship requirements. The failure to obtain or retain the required food
licenses or to be in compliance with applicable governmental regulations, or any
increase in the minimum wage rate, employee benefits costs (including costs
associated with mandated health insurance coverage) or other costs associated
with employees, could adversely affect our business, financial condition or
results of operations. In addition, the Company's products are certified as
kosher by independent entities. We believe that we will continue to meet the
kosher certification requirements. However, the failure to retain or obtain such
certification in the future could have a material adverse effect on our
business, financial condition or results of operations.

      Continuing Changes in Food Service Industry

      The results of operations of food service businesses are affected by,
among other things, changes in consumer tastes, national, regional and local
economic conditions, demographic trends, traffic patterns and the type, number
and location of competing units. Multi-unit food service companies also can be
substantially adversely affected by publicity resulting from poor food quality,
illness, injury or other health concerns or operating difficulties stemming from
one unit or a limited number of units, or health concerns as to particular types
of food or methods of preparing food. There can be no assurance that the Company
will be able to maintain the quality of its food products. In addition,
dependence on frequent deliveries of fresh ingredients also subjects food
service businesses, such as Brooklyn Cheesecake & Desserts Company, to the risk
that shortages or interruptions in supply caused by adverse weather or other
conditions could adversely affect the availability, quality and cost of
ingredients.


<PAGE>

      Competition

      The baking industry is a highly competitive and highly fragmented
industry. Brooklyn Cheesecake & Desserts Company competes with national,
regional and local bakeries as well as supermarket chains that have in-store
bakeries. Many of these competitors are larger; more established and have
greater financial and other resources than we do. Competition in both the retail
and institutional/wholesale baking industry is based on product quality, brand
name loyalty, price and customer service. Competitors with significant economic
resources in the baking industry could, at any time, enter the wholesale or
retail bakery/cafe business.

      Quarterly Fluctuations; Seasonality; Possible Volatility of Stock Price

      Brooklyn Cheesecake & Desserts Company' operating results may be subject
to seasonal fluctuations, especially during the Thanksgiving, Christmas,
Chanukah, Easter and Passover seasons. Such variations could cause the market
price of the Common Stock to fluctuate substantially. In addition, the stock
markets in the United States have, from time to time, experience significant
price and volume fluctuations that are unrelated or disproportionate to the
operating performance of individual companies. Such fluctuations may adversely
affect the price of the Company's Common Stock.

      Possible Adverse Effect of Issuance of Preferred Stock

      Brooklyn Cheesecake & Desserts Company Restated Certificate of
Incorporation authorizes the issuance of 1,000,000 (increased to 2,000,000 at
August 4, 2004 annual meeting ) shares of Preferred Stock, with designations,
rights and preferences as determined from time to time by the Board of
Directors. As a result of the foregoing, the Board of Directors can issue,
without further shareholder approval, Preferred Stock with dividend,
liquidation, conversion, voting or other rights that could adversely affect the
voting power or other rights of the holders of Common Stock. The issuance of
Preferred Stock could, under certain circumstances, discourage, delay or prevent
a change in control of the Company.

Item 3. Controls and Procedures

      As of the end of the period covered by this Quarterly Report on Form
10-QSB, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the forgoing, our Chief Executive Officer has concluded
that our disclosure controls and procedures were effective as of the end of the
quarter ended September 30, 2005.

      We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer, as
appropriate, to allow timely decisions regarding required disclosure. In
designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable and not absolute assurance of achieving
the desired control objectives. In reaching a reasonable level of assurance,
management was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. In addition, 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 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.


<PAGE>

PART II - OTHER INFORMATION

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

      The following restricted common stock issuance was made in the quarter
ended September 30, 2005:


      o     The Company issued 1,850,000 shares of common stock for services
            valued at $148,000. All the shares were issued to officers of the
            Company, valued at $148,000, or $0.08 per share on January 13, 2005,
            the closing trading price on the date of issuance.

      o     The Company issued 225,427 shares of common stock in settlement of
            an account payable of $18,034. These shares are valued at
            approximately $0.08 per share the closing trading price on the date
            of issuance.

      o     In payment of fees to Company Board members and Corporate Secretary,
            the Company issued 112,500 shares of common stock, valued at $9,000.
            These shares are valued at $0.08 per share the closing trading price
            on the date of issuance.

      o     The Company issued 1,050,000 shares of common stock in settlement of
            website development costs of $63,000. These shares are valued at
            $0.06 per share the closing trading price on the date

      o     The Company issued an additional 1,050,000 shares of common stock as
            consideration of website development costs of $63,000. These shares
            are valued at $0.06 per share the closing trading price on the date
            the agreement was made.

      o     The Company issued 65,913 shares of common stock for services
            rendered valued at $8,750, pursuant to a monthly service retainer
            agreement. These shares were issued at various times during the
            quarter and have per share values ranging from approximately $0.105
            to $0.175 per share depending on the closing trading price on the
            date of issuance.

      o     In payment of fees to Company Board members and Corporate Secretary,
            the Company issued 76,192 shares of common stock, valued at $8,000.
            These shares are valued at $0.105 per share the closing trading
            price on the date of issuance.

      o     The Company issued an additional 400,000 shares of common stock as
            consideration of website development costs of $24,000. These shares
            are valued at $0.06 per share the closing trading price on the date
            the agreement was made.

      o     The Company issued 150,000 shares of common stock for services
            rendered valued at $9,000.

      o     The Company issued 50,000 shares of common stock for services
            rendered valued at $4,500.

The issuance of the common stock was exempt from registration pursuant to
Section 4(2) of The Securities Act of 1933, as amended.

<PAGE>

Item 5. Other Information

      The Company issued a demand promissory note for $117,089 as a result of an
arms length loan from its Chairman/CEO/President. The loan bares interest at
8.5% per annum.

      The Company issued a demand promissory note for $94,201 as a result of an
arms length loan from its CFO/Vice-President. The loan bares interest at 8.5%
per annum.


Item 6. Exhibits

  (a) Exhibits

      10.1  Major factoring Agreement and addendum between the Company and
            Rockland Credit Finance LLC dated August 26, 2005.

      10.2  Promissory Note dated September 30, 2005 between the Company and
            Ronald L. Schutte.

      10.3  Promissory Note dated September 30, 2005 between the Company and
            Anthony J. Merante.

      31.1  Certification of President and Chief Executive Officer pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002.

      31.2  Certification of Chief Financial Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002.

      32.1  Certification pursuant to 18 U.S.C. section 1350, as adopted
            pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.

      32.2  Certification pursuant to 18 U.S.C. section 1350, as adopted
            pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.


<PAGE>

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on November 21, 2005.

Brooklyn Cheesecake & Desserts Company, Inc.

By: /s/Ronald L. Schutte
    --------------------
President and Chief Executive Officer


By: /s/Anthony J. Merante
    ---------------------
Vice-President and Chief Financial Officer