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 June 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 |_| No |X|

As of August 5, 2005, there were 12,783,231 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)
                     SIX MONTHS ENDED JUNE 30, 2005 AND 2004

                                      INDEX

PART I. FINANCIAL INFORMATION

 Item 1.  Condensed consolidated financial statements:

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

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

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

          Notes to condensed consolidated financial
          Statements                                                  F-5 - F-10

 Item 2.  Management's discussion and analysis 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 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 - JUNE 30, 2005
                                   (UNAUDITED)

                                     ASSETS

Current assets:
  Cash and cash equivalents                                        $       3,771
  Accounts receivable, less allowance for doubtful
   accounts of $400                                                      193,157
  Inventories                                                            169,585
  Prepaid expenses                                                        26,809
                                                                   -------------

      Total current assets                                               393,322
                                                                   -------------

Property and equipment, net                                              308,652
                                                                   -------------

Other assets:
  Security deposits                                                        6,242
  Website development                                                    150,000
  Tradename, net of amortization                                          70,125
                                                                   -------------

      Total other assets                                                 226,367
                                                                   -------------

                                                                   $     928,341
                                                                   =============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
  Cash overdraft                                                  $      51,445
  Accounts payable                                                      386,228
  Accrued expenses                                                       68,643
  Capital lease obligation                                               12,616
  Notes payable                                                           2,500
  Notes payable, officer                                                787,170
                                                                  -------------

      Total current liabilities                                        1,308,602
                                                                  -------------

Other liabilities:
  Capital lease obligation, net of current portion                       42,196
  Notes payable, officer, net of current portion                         73,495
  Deferred rent                                                          24,360
                                                                  -------------

      Total other liabilities                                           140,051
                                                                  -------------

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 12,783,231 shares                      12,783
  Additional paid in capital                                         11,833,891
  Accumulated deficit                                               (12,366,986)
                                                                  -------------

      Total stockholders' deficiency                                   (520,312)
                                                                  -------------
                                                                  $     928,341
                                                                  =============

            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
                       SIX AND THREE MONTHS ENDED JUNE 30,
                                   (UNAUDTIED)
<TABLE>
<CAPTION>
                                      Six Months                 Three Months
                                    Ended June 30,              Ended June 30,
                                 2005          2004           2005          2004
                                 ----          ----           ----          ----
<S>                          <C>           <C>           <C>           <C>
Net sales                    $   885,558   $ 1,157,905   $   537,088   $   642,734

Cost of sales                    733,446     1,038,150       408,716       545,815
                             -----------   -----------   -----------   -----------

Gross profit                     152,112       119,755       128,372        96,919
                             -----------   -----------   -----------   -----------

Selling, general and
 administrative expenses         528,910       504,158       186,689       309,795
Interest expense                  46,895        32,467        24,088        19,450
                             -----------   -----------   -----------   -----------
                                 575,805       536,625       210,777       329,245
                             -----------   -----------   -----------   -----------

Net loss                     ($  423,693)  ($  416,870)  ($   82,405)  ($  232,326)
                             ===========   ===========   ===========   ===========

 Basic and diluted:
  Net loss per common share  ($     0.04)  ($     0.07)  ($     0.01)  ($     0.04)
                             ===========   ===========   ===========   ===========

Weighted average number of
 common shares outstanding
 Basic and diluted            11,550,589     5,667,840    12,479,897     5,838,929
                             ===========   ===========   ===========   ===========
</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
                            SIX MONTHS ENDED JUNE 30,
                                   (UNAUDITED)

                                                        2005            2004
                                                        ----            ----
Operating activities:
  Net Loss                                         ($   423,693)  ($   416,870)
  Adjustments to reconcile net loss to
   cash used in operating activities:
     Depreciation and amortization                       42,987         55,643
     Common stock issued for services                   157,000        100,000
   Changes in other operating assets and
    liabilities from operations:
      Accounts receivable                               107,174        (74,570)
      Inventory                                         (65,783)        19,211
      Prepaid expenses                                   22,330         43,395
      Security deposits                                    (477)        (1,051)
      Accounts payable                                  (19,274)       106,184
      Accrued expenses                                   24,708        (30,925)
      Deferred rent                                       4,680          8,280
                                                   ------------   ------------

      Net cash used in operating activities            (150,348)      (190,703)
                                                   ------------   ------------

Investing activities:
  Purchase of property and equipment                    (30,163)       (93,222)
                                                   ------------   ------------

      Net cash used in investing activities             (30,163)       (93,222)
                                                   ------------   ------------

Financing activities:
  Proceeds from notes payable                                --         81,652
  Payment of notes payable                                   --       (250,000)
  Proceeds from officers' note payable                  141,174        375,800
  Proceeds from capital lease obligations                 7,883         (4,306)
                                                   ------------   ------------

      Net cash provided by financing activities         149,057        203,146
                                                   ------------   ------------

Net decrease in cash and cash equivalents               (31,454)       (80,779)
                                                   ------------   ------------

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

Cash and cash equivalents, end of period           $      3,771   $      1,744
                                                   ============   ============

Supplemental disclosure:
  Cash paid during the period for:
      Interest:                                    $      8,040   $     22,332
                                                   ============   ============

Non cash transactions affecting investing and
 financing:
    Issuance of restricted common shares for debt  $     63,000   $         --
                                                   ============   ============

            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
                     SIX MONTHS ENDED JUNE 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 six 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. The Company sells its products
      throughout the United States, with a concentration in the East Coast. The
      Company also exports cheesecake to Japan.

      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 June 30, 2005, the Company had no
      uninsured cash balances.

4. Accounts receivable:

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

              Trade accounts                               $  193,557
              Less allowance for doubtful accounts               (400)
                                                           ----------
                                                           $  193,157
                                                           ==========


                                       F-5
<PAGE>

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

5. Inventories:

      Inventories at June 30, 2005 consist of:

           Finished goods                          $   52,385
           Raw materials                               34,785
           Supplies                                    82,415
                                                   ----------

                                                   $  169,585
                                                   ==========

6. Property and equipment:

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

           Baking equipment                        $1,520,378
           Furniture and fixtures                     109,105
           Leasehold improvements                     180,422
                                                   ----------
                                                    1,809,905
           Less:  Accumulated depreciation
                   and amortization                 1,501,253
                                                   ----------
                                                   $  308,652
                                                   ==========

      Depreciation expense was $39,987 and $39,843, respectively, for the six
      months ended June 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 in the amount of $16,957 in
      connection with one of the notes payable financings the Company entered
      into in 2003. These costs were being amortized over the life of the loan.
      Loan amortization expense for the six months and three months ended June
      30, 2004 amounted to $12,798 and 7,998 respectively. 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, 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 tradename rights are being amortized on the straight-line
      basis over a fifteen-year term. Amortization expense was $3,000 for the
      six months ended June 30, 2005 and June 30, 2004.


                                       F-6
<PAGE>

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

8. Tradename and licensing agreements (continued):

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                                     40,125
                                                   ----------
                                                   $   70,125
                                                   ==========

9. Notes payable, officers:

      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 September 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 $48,531 at June 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 $108,319 at June 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 June 30, 2005 in the amount of $85,089, payable on demand, with
      interest at the rate of 8.5% per annum. The note is unsecured. This note
      consolidates loans during the second 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 June 30, 2005. Monthly
      payments of principal and interest are approximately $1,000. Note is
      unsecured. The outstanding balance on the loan was $52,466 at June 30,
      2005.


                                       F-7
<PAGE>

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

9. Notes payable, officers (continued):

      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 June 30, 2005 in the amount of $46,700, 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 quarter of 2005.

        Maturities for the next five years are as follows:

        June 30, 2006                              $  787,170
        June 30, 2007                                  19,000
        June 30, 2008                                  19,000
        June 30, 2009                                  19,000
        June 30, 2010                                   8,366
           Thereafter                                   8,131
                                                   ----------
                                                   $  860,667
                                                   ==========

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
      $42,956 at June 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 $11,856 at June 30, 2005.
      The note is guaranteed by a member of the Board of Directors.

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

                                                      2005
                                                   ----------
        Manufacturing equipment                    $   66,129
        Less: Accumulated depreciation                 (5,855)
                                                   ----------
                                                   $   60,274
                                                   ==========

      Minimum Future Lease Payments
      -----------------------------

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

        Quarter Ended June 30,
        2006                                       $   18,336
        2007                                           18,336
        2008                                           16,428
        2009                                            9,459
                                                   ----------
        Total minimum lease payments                   62,559
        Less: Amount representing interest             (7,747)
                                                   ----------
        Present value of net minimum lease payment $   54,812
                                                   ==========


                                       F-8
<PAGE>

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

10. Leases- Capital (continued):

      The interest rates on the capitalized leases are 9.7% and 19% and is
      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.

12. Common Stock:

      The following restricted common stock issuances were made in the quarter
      ended June 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.

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

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 six
      months ended June 30, 2005 and 2004 was $115,207 and $98,502,
      respectively.

      The minimum future rentals on the facilities are as follows:

           June 30, 2006                           $  154,000
           June 30, 2007                              161,000
           June 30, 2008                              167,000
           Thereafter                                  28,000
                                                   ----------
                                                   $  510,000
                                                   ==========


                                       F-9
<PAGE>

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

13. Commitments and contingencies (continued):

      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
      37,342 shares due under this agreement at June 30, 2005.

14. Concentration of Credit Risk

      As of June 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 58.5%, and 18.3%. If any of the
      customers should default, it could have a significant impact on the
      Company's operation. During the six months ended June 30, 2005 those
      customers accounted for 38% of total revenue. In the six months ended June
      30, 2004, three customers accounted for 33% of total revenue.

      Purchases from one supplier for the six months ended June 30, 2005
      represented approximately 40% of non-affiliated purchases. For the six
      months ended June 30, 2004 purchases from three suppliers represented
      approximately 27% of non-affiliated purchases. At June 30, 2005, amounts
      due to the suppliers amounted to 36% 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 $8,886,000 that may be offset
      against future taxable income. The carryforward losses expire at the end
      of the years 2005 through 2024.

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-10
<PAGE>

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

Overview

      The refinement of the product mix has resulted in a nine percent increase
in gross profit for the quarter as compared to the prior year. The twenty four
percent gross profit margins achieved during this quarter was consistent with
management's objective and supports he decisions made regarding proper product
mix.

      E-Commerce sales are increasing at a consistent rate. Internet advertising
and event promotions have been launched to promote the
www.brooklyncheesecake.com web site. Trade show participation in Las Vegas and
New York was designed to promote the Brooklyn Cheesecake products as well as
establishing brand awareness. Management continues to evaluate production
processes and product mix with the goal of reducing cost of goods sold expenses
and increasing gross profit.

      E-Commerce, export and foodservice are the main avenues of distribution
that the Company's sales and marketing efforts are focused.

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

Results of Operations

Three and Six Months Ended June 30, 2005 Compared to Three and Six Months Ended
June 30, 2004

      The Company had consolidated net sales of $537,088 and $642,734 for the
three months ended June 30, 2005 and 2004 respectively, a decrease of $105,646,
or 16%. Consolidated net sales for the six months ended June 30, 2005 and 2004
were $885,558 and $1,157,905 respectively, a decrease of $272,347, or 24%. The
decrease in sales is a result of our reduced sales of low margin products.

      The cost of sales was $408,716 and $545,815 and $733,446 and $1,038,150
for the three and six months ended June 30, 2005 and 2004 respectively, a
decrease of 137,099 (25%) and $304,704 (29%) respectively. The reduction was a
direct result of the decreased sales. The gross profit percentages for the three
and six months ended June 30, 2005 were 24% and 17% respectively. The gross
profit percentages for the three and six months ended June 30, 2004 were 15% and
10% respectively.

      Selling, general and administrative expenses totaled $186,689 and $309,795
for the three months ended June 30, 2005 and 2004. The decrease of $123,106 or
40% was a result of stock based compensation paid June 2004. Selling, general
and administrative expenses were $528,910 and $504,158 for the six months ended
June 30, 2005 and 2004 respectively. This was an increase of $24,752 or 5%.

      Interest expense was $24,088 and $19,450 for the three-months ended June
30, 2005 and 2004 respectively, an increase of $4,638 or 24%. Interest expense
increased $14,428 or 44% to $46,895 from $32,467 for the six months ended June
30, 2005 and June 30, 2004 respectively. The increases were a result of
increased borrowing.

Segment Information

      Not applicable since retail operations were discontinued.

Liquidity and Capital Resources

      Since its inception the Company's sources of working capital has been the
$8,455,000 received from the issuance of its securities, and $860,667 loans from
officers.

      As of June 30, 2005, the Company had a negative working capital from
continuing operations of approximately $915,280 as compared to a negative
working capital of $687,713 at June 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 September 15,
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 Accounts 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 June 30, 2005 our accounts payable totaled $362,228 of which
$111,296 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 $724,590 and
Anthony J. Merante, Director and Chief Financial Officer, in the amount of
$136,077. 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 $0.06 per share and as high as $0.42
per share in the twelve (12) month ended June 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 extremely limited. A
consistently active trading market for our Common Stock may not develop 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 June 30, 2005 was
approximately 2,964 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 43 customers. Four customers
accounted for in excess of 10% of our revenues for the period ended June 30,
2005. There were no customers for the period ending June 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 products. 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.

      Geographic Concentration of our Business is Primarily in the New York City
Tri-State Area

      Although we have expanded our customer base abroad in Japan, most of
Brooklyn Cheesecake & Desserts Company, Inc. retail and institutional/wholesale
customers are located in the Eastern Region of the United States. Adverse
changes in economic conditions in the New York City metropolitan area are more
likely to affect the Company's business, financial condition and results of
operations than if its operations were spread over a larger market area.

      Government Regulation: Maintenance of Licenses and Certification

      Brooklyn Cheesecake & Desserts Company, Inc 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.

<PAGE>

      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, Inc., 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.

      Competition

      The baking industry is a highly competitive and highly fragmented
industry. Brooklyn Cheesecake & Desserts Company, Inc. 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, Inc. 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, experienced 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, Inc. restated Certificate of
Incorporation authorizes the issuance of 2,000,000 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.

<PAGE>

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 June 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.

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
June 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 in
            consideration of website development cost of $63,000. These shares
            are valued at $0.06 per share the closing trading price on the date
            the agreement was made.

      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 6. Exhibits

      (a) Exhibits

            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 August 11, 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