**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**








**FORM
      10-QSB**





(Mark
      one)


x
            **QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d)****OF
                THE SECURITIES EXCHANGE ACT OF 1934**
              For the Quarterly Period Ended March
                31,
                2007




OR





o
            **TRANSITION
                REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                OF 1934**
              For the transition period from to




Commission
      File Number 1-13984





**BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.**


(Exact
      name of Small Business issuer as specified in its Charter)







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






**20
      Passaic Avenue, Fairfield, NJ 070** 04


(Address
      of principal executive offices)








**(973)
      808-9292**


(Issuer's
      telephone number)







**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
      o**





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).





**Yes** **o** **No** **x**





As
      of May
      3, 2007, there were 684,445 shares of the registrant’s common stock, par value
      $0.025 per share, outstanding.





Transition
      Small Business Disclosure Format (check one) Yes **o**No **x**










BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


THREE
      MONTHS ENDED MARCH 31, 2007 AND 2006







INDEX


PART
                  I. FINANCIAL INFORMATIONItem
                  1.
              Financial
                  statements:Balance
                  sheet as of March 31, 2007(unaudited)
              1Statements
                  of operations for the three months ended March 31, 2007 and 2006
                  (unaudited)
              2Statements
                  of cash flows for the three months ended March 31, 2007 and 2006
                  (unaudited)
              3Notes
                  to financial Statements
              4Item
                  2.
              Management's
                  discussion and analysis or Plan of Operations
              7Item
                  3 A(T).
              Controls
                  and Procedures
              9PART
                  II. OTHER INFORMATIONItem
                  2.
              Unregistered
                  sales of equity securities and use of proceeds
              10Item
                  6.
              Exhibits
              11SIGNATURES
              
              12CERTIFICATIONS
              
              13




**PART
      I. FINANCIAL INFORMATION**





**Item
      1. Financial statements**


BROOKLYN
        CHEESECAKE & DESSERTS COMPANY, INC.
 BALANCE
        SHEET - MARCH 31, 2007
 (UNAUDITED)
 
 ASSETS
 
 Current
                  assets:Accounts
                  receivable
              
              $
              16,310Total
                  current assets
              
              
              16,310Other
                  assets:Tradename,
                  net of amortization
              
              
              59,625Total
                  other assets
              
              
              59,625$
              75,935
 
 LIABILITIES
        AND STOCKHOLDERS' DEFICIENCY
 
 Current
                  liabilities:Accounts
                  payable
              
              $
              9,000Accrued
                  expense
              
              
              108,450Notes
                  payable
              
              
              815,000Notes
                  payable, officer
              
              
              25,360Total
                  current liabilities
              
              
              957,810Stockholders'
                  deficiency:Preferred
                    stock $.001 par value, authorized 2,000,000 shares,
                    none issued
              
              
              -Common
                    stock, $.025 par value, authorized 30,000,000 shares,
                    issued and outstanding 684,445 shares
              
              
              17,110Additional
                  paid in capital
              
              
              12,254,135Accumulated
                  deficit
              
              
              (13,153,120
              )(
                  881,875
              )Total
                  stockholders’ deficiency
              
              $
              75,935
  See
        notes
        to financial statements.
  1
 
 BROOKLYN
        CHEESECAKE & DESSERTS COMPANY, INC.
 STATEMENTS
        OF OPERATIONS
 THREE
        MONTHS ENDED MARCH 31, 2007
 (UNAUDTIED)
  2007
              
              2006Licensing
                  fees
              
              $
              3,226
              
              
              -Selling,
                  general and administrative expenses
              
              
              7,082
              
              
              145,024Interest
                  expense
              
              
              26,487
              
              
              -33,569
              
              
              145,024Loss
                  from Continuing Operations
              
              
              (30,343
              )
              
              (145,024
              )Discontinued
                  operationsLoss
                  from discontinued operations
              
              
              -
              
              
              (383,781
              )Gain
                  on disposal of assets
              
              
              -
              
              
              527,371Gain
                  from discontinued operations
              
              
              -
              
              
              143,590Net
                  loss
              
              $
              (30,343
              )
              $
              (1,434
              )Earnings
                  per common share:Basic
                  and diluted:Loss
                  from continuing operations
              
              
              (0.05
              )
              
              (0.24
              )Loss
                  from discontinued operations
              
              $
              (0.00
              )
              $
              (0.23
              )Net
                  loss per common share
              
              $
              (0.05
              )
              $
              (0.23
              )Weighted
                  average number of common shares outstanding
              
              
              684,445
              
              
              612,729
  See
        notes
        to financial statements.
  2
  BROOKLYN
        CHEESECAKE & DESSERTS COMPANY, INC.
 STATEMENTS
        OF CASH FLOWS
 THREE
        MONTHS ENDED MARCH 31, 2007
 (UNAUDITED)
  2007
              
              2006Operating
                  activities:Loss
                  from continuing operations
              
              $
              (30,343
              )
              $
              (145,024
              )Adjustments
                    to reconcile loss from continuing operations
                    to net cash used in continuing operating
                    activities:Depreciation
                  and amortization
              
              
              1,500
              
              
              6,000Increase
                  (decrease) in operating assets and liabilities:Fees
                  receivable
              
              
              (3,226
              )
              
              -Prepaid
                  expenses
              
              
              -
              
              
              7,749Accrued
                  expenses
              
              
              22,987
              
              
              (6,000
              )Net
                  cash used in operating activities
              
              
              (9,082
              )
              
              (137,275
              )Loss
                  from discontinued operations
              
              
              -
              
              
              (383,781
              )Adjustments
                    to reconcile loss from discontinued operations
                    to net cash provided used in discontinued
                    operating activities:Gain
                  on disposal of assets
              
              
              -
              
              
              527,371Depreciation
              
              
              -
              
              
              27,154Common
                  stock issued for services
              
              
              -
              
              
              179,271Decrease
                  in net assets from discontinued operations
              
              
              -
              
              
              414,671Decrease
                    in net liabilities from discontinued operations
              
              
              -
              
              
              (642,213
              )Net
                  cash provided by discontinued operations
              
              
              -
              
              
              122,473Investing
                  activities:Sale
                  of Property & Equipment
              
              
              -
              
              
              249,198Net
                  cash provided by (used in) investing activities
              
              
              -
              
              
              249,198Financing
                  activities:Proceeds
                  from note payable
              
              
              -
              
              
              15,000Proceeds
                  from officer loan
              
              
              9,082
              
              
              -Principal
                  payments of notes payable
              
              
              -
              
              
              (208,241
              )Principal
                  payments of capital lease obligations
              
              
              -
              
              
              (48,599
              )Net
                  cash provided by (used in) financing activities
              
              
              -
              
              
              (241,840
              )Net
                  decrease in cash and cash equivalents
              
              
              -
              
              
              (7,444
              )Cash
                  and cash equivalents, beginning of period
              
              
              -
              
              
              7,444Cash
                  and cash equivalents, end of period
              
              $
              -
              
              $
              -Supplemental
                  disclosures:Cash
                  paid during the year for:Taxes:
              
              $
              -
              
              $
              -Interest:
              
              $
              -
              
              $
              -Non-cash
                  transactions affecting investing and financing:Issuance
                  of restricted common shares for debt
              
              $
              -
              
              $
              -
  See
        notes
        to financial statements.
  3




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


THREE
      MONTHS ENDED MARCH 31, 2007 AND 2006





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 (consisting of normal recurring accruals) considered necessary
          for a
          fair presentation have been included. For further information, refer to
          the
          consolidated financial statements and footnotes thereto included in the
          Company's Annual Report on Form 10-KSB/A for the year ended December 31,
          2006
          filed with the Securities and Exchange Commission on April 18,
          2007.





2.
            Nature
                of operations, risks and
                uncertainties:





The
      Company was formerly a manufacturer of baking and confectionery products, which
      were sold to supermarkets, food distributors, educational institutions,
      restaurants, mail order and to the public. The Company sold its products
      throughout the United States, with a concentration on the east coast. The
      Company also exported cheesecake to Japan.





On
      March
      28, 2006, the Company entered into an exchange agreement, tenant’s lease
      assignment, and exclusive licensing agreement with the Company’s former
      Chairman, Chief Executive Officer, and President, Ronald Schutté, whereby the
      Company exchanged certain assets of its operating subsidiary JM Specialties,
      Inc. for the assumption of $1,145,315 in liabilities of the Company by an entity
      established by Mr. Schutté with a personal guarantee by Mr. Schutté. As part of
      the agreement, Mr. Schutté also acquired the stock of JM Specialties, Inc. The
      transaction had been subject to a satisfactory fairness opinion. Following
      the
      exchange transaction, the Company’s business operations changed from the
      manufacturing of baking and confectionary products to a licensing company of
      intellectual property.





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 March 31, 2007, the Company had no uninsured cash
      balances.





Certain
      amounts previously reported for March 31, 2006 have been reclassified to conform
      with the classifications used in 2007. Such classifications had no effect on
      the
      reported net loss.





3.
            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
      $1,500 for each of the quarters ended March 31, 2007 and 2006.





On
      March
      28, 2006 the Company entered into a licensing agreement with its former Chairman
      and CEO, whereby a one percent of sales fee would be charged for the use of
      the
      Brooklyn Cheesecake & Desserts Company, Inc. trademarks. Licensing fees were
      $3,226 and $0 for the three months ended March 31, 2007 and 2006.





4




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


THREE
      MONTHS ENDED MARCH 31, 2007 AND 2006





3.
            Tradename
                and licensing agreements
                (continued):




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





2008
            
            $
            6,0002009
            
            
            6,0002010
            
            
            6,0002011
            
            
            6,0002012
            
            
            6,000Thereafter
            
            
            29,625$
            59,625




4.
            Notes
                payable:




A
      note
      dated January 31, 2006 was issued and is payable to Ronald L. Schutté the former
      Chairman and CEO payable on demand, with interest at the rate of 13%, per annum,
      and secured by the company’s trademarks. The original amount of the loan was
      $995,818 of which $195,818 plus additional loans and accrued interest was
      satisfied upon completion of an exchange agreement dated March 28, 2006 (see
      note 7). Mr. Schutté also advanced $15,000 to cover additional expenses during
      the period.





5.
            Common
                Stock:





The
      following restricted common stock issuances were made in the quarter ended
      March
      31, 2006:





-
            The
                Company issued 28,000 shares of common stock for services. The shares
                were
                issued to officers of the Company, valued at $35,000, or $1.25 per
                share,
                on February 17, 2006, the closing trading price on the date of
                issuance.





-
            The
                Company issued 9,017 shares of common stock for merchandise purchased.
                The
                shares were issued to a vendor, valued at $11,271, or $1.25 per share,
                on
                February 17, 2006 the closing trading price on the date of
                issuance.





-
            In
                payment of fees to Company Board members and Corporate Secretary,
                the
                Company issued 64,000 shares of common stock. The shares were issued
                to
                the directors and corporate secretary, valued at $80,000, or $1.25
                per
                share, on February 17, 2006 the closing trading price on the date
                of
                issuance.





-
            In
                payment of fees to Consultants, the Company issued 30,000 shares
                of common
                stock. The shares were issued to the consultants, valued at $37,500,
                or
                $1.25 per share, on February 17, 2006 the closing trading price on
                the
                date of issuance.





-
            In
                payment of salaries to employees, the Company issued 12,400 shares
                of
                common stock. The shares were issued to the employees, valued at
                $15,500,
                or $1.25 per share, on February 17, 2006 the closing trading price
                on the
                date of issuance.





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





5




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


THREE
      MONTHS ENDED MARCH 31, 2007 AND 2006





6.
            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 carry-forward because a
      valuation allowance has been provided which is equal to the deferred tax asset.
      It cannot be determined at this time that a deferred tax asset is more likely
      than not to be realized.





The
      Company has a loss carry-forward of approximately $11,000,000 that may be offset
      against future taxable income. The carry-forward losses expire at the end of
      the
      years 2007 through 2026. Utilization of the Company’s operating loss
      carry-forwards could be limited based on changes in ownership as defined in
      Internal Revenue Code Section 382.





7.
            Exchange
                Agreement:





On
      March
      28, 2006, the Company entered into an exchange agreement with the Ronald L.
      Schutté its former Chairman and CEO whereby the Company exchanged $1,145,315 in
      assets in exchange for $1,145,315 of the $ 1,945,315 liabilities of the company
      which included some of the debt due to Mr. Schutté. The balance of the Company’s
      $800,000 obligation to Mr. Schutté will be repaid upon the Company raising
      additional capital. Mr. Schutté also assumed the balance of the building lease
      and various equipment leases. The Company also entered into an exclusive
      licensing agreement with Mr. Schutté and a company owned by Mr. Schutté whereby,
      the Company receives one percent of sales as a royalty for use of the Company’s
      trademarks. Mr. Schutté also acquired the stock of the Company’s J.M. Specialty,
      Inc. subsidiary. Licensing fees were 3,226 for the quarter ended March 31,
      2007.





8.
            Discontinued
                Operations:





The
      Company’s Exchange Agreement has been accounted for under the requirements of
      paragraph 30 of Statements of Financial Accounting Standards 144 “Accounting for
      the Impairment or Disposal of Long-Lived Assets.”




The
        financial data related to Brooklyn Cheesecake & Desserts Co, Inc. baking
        operations are classified as discontinued operations for the period presented.
        The financial data of Brooklyn Cheesecake & Desserts Co, Inc. reflects the
        historical results of operations and cash flows of the business that was
        considered part Brooklyn Cheesecake & Desserts Co. Inc. baking operation
        during the period.
 
 Brooklyn
        Cheesecake & Desserts Co, Inc. net loss from discontinued operations of
        $383,781 for the period ended March 28, 2006 consists of net sales of $319,408,
        less cost of sales of $384,364 for a loss of $64,956. Selling, general and
        administrative expenses of $275,101, and interest expense of $43,724, combined
        for a net loss from discontinued operations of $383,781.





6




**Forward
      Looking Statements**




*This
      Quarterly Report on Form 10-QSB includes forward-looking statements within
      the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section21E
      of the Securities Exchange Act of 1934, as amended. We have based these
      forward-looking statements on our current expectations and projections about
      future events. These forward-looking statements are subject to known and unknown
      risks, uncertainties and assumptions about us that may cause our actual results,
      level of activity, performance or achievements to be materially different from
      any future results, levels of activity, performance or achievements expressed
      or
      implied by such forward-looking statements. In some cases, you can identify
      forward-looking statements by terminology such as “may,” “will,” “should,”
“could,” “would,” “expect,” “plan,” “anticipate,” ”believe,” “estimate.”
”continue,” or the negative of such terms or other similar expressions. Factors
      that might cause or contribute to such a discrepancy include, but are not
      limited to, those in our other Securities and Exchange Commission filings,
      including our Annual Report on Form 10KSB/A filed on April 18, 2007. The
      following discussion should be read in conjunction with our Financial Statements
      and related Notes thereto included elsewhere in this report.*





**Item
      2.**  **Managements Discussion and Analysis or Plan of Operations**





**Overview**





From
      March 2002 through March 2006, we were a manufacturer of baking and
      confectionary products. In March 2006, we entered into an Exchange Agreement
      pursuant to which we exchanged our baking equipment and other fixed assets
      and
      the stock of JM Specialties, Inc., our wholly owned subsidiary, for the
      satisfaction and assumption of approximately $1,145,000 of outstanding
      liabilities and obligations owed to Ronald L. Schutté, our former president and
      chief executive officer. We retained our trademarks and now license these
      trademarks to a New Jersey corporation formed by Mr. Schutté to continue the
      baking operations that were transferred to him pursuant to the Exchange
      Agreement. As a result of this transaction, our baking operations have been
      treated as discontinued operations and our current business of licensing our
      trademarks is treated as our continuing operations.





We
      presently do not have sufficient cash to implement our business
      plan.





We
      have
      experienced this lack of liquidity throughout 2006 and the first five months
      of
      2007, causing us to be unable to meet our obligations as they come due. We
      believe that we need to raise or otherwise obtain at least $1,000,000 in
      additional financing in order to satisfy our existing obligations and implement
      our business plan.  If
      we are
      not successful in obtaining such financing, we may not be able to continue
      to
      operate our business.





Although
      we are hopeful that licensing fees will increase in 2007 and be sufficient
      to
      pay related expenses, we will also look for additional
      opportunities.





The
      following discussion and analysis should be read in conjunction with the
      financial statements and the related notes thereto included in this Quarterly
      Report on Form 10-QSB.





**Critical
      Accounting Policies**





Revenue
      Recognition:





Income
      from licensing fees are recognized from the sale by our licensee of goods
      bearing the Brooklyn Cheesecake & Desserts Company, Inc. trademark.  We
      follow the guidance of the Securities and Exchange Commission’s Staff Accounting
      Bulletin No. 104 for revenue recognition.  In general, we record revenue
      when persuasive evidence of an arrangement exists, services have been rendered
      or product delivery has occurred, the sales price to the customer is fixed
      or
      determinable, and collectability is reasonably assured.





7




Stock
      Based Compensation:





Effective
      January 1, 2006, we adopted the provisions of SFAS No. 123(R), “Share-Based
      Payment,” under the modified prospective method, SFAS No. 123(R) eliminates
      accounting for share-based compensation transaction using the intrinsic value
      method prescribed under APB Opinion No. 25 “Accounting for Stock Issued to
      Employees,” and requires instead that such transactions be accounted for using a
      fair-value-based method. Under the modified prospective method, we are required
      to recognize compensation cost for share-based payments to employees based
      on
      their grant-date fair value from the beginning of the fiscal period in which
      the
      recognition provisions are first applied. For periods prior to adoption, the
      financial statements are unchanged, and the pro forma disclosures previously
      required by SFAS No. 123, as amended by SFAS No. 148, will continue to be
      required under SFAS No. 123(R) to the extent those amounts differ from those
      in
      the Statement of Operations.





**Results
      of Operations**




**Three
      Months Ended March 31, 2007 Compared to Three Months Ended March 31,
      2006**




Licensing
        fees aggregated $3,226 and $0 for the three month ended March 31, 2007 and
        2006
        respectively an increase of $3,226. March 31, 2007 is the initial first quarter
        reporting of our licensing agreement thus there are no comparative numbers
        for
        March 31, 2006. All revenues from our baking operations have been reclassified
        to discontinued operations.





Selling,
      general and administrative expenses totaled $7,082 and $145,024 for the three
      months ended March
      31 ,
      2007
      and 2006. This decrease was due to a decrease in legal and professional fees
      and
      a decrease in directors' fees. Professional fees incurred during the three
      months ended March 31, 2006 were mostly due to the Exchange Agreement. There
      were no directors fees paid during the three months ended March 31,
      2007.





Interest
      expense was $26,487 and $0 for the three months ended March 31, 2007 and 2006
      respectively, an increase of $26,487. This increase was a result of
      reclassifying interest expense in 2006 to discontinued operations as part of
      the
      transactions consummated in connection with the Exchange Agreement.





Gain
      from
      discontinued operations decreased to $0 from 143,590. The gain during the three
      months ended March 31, 2006 was a result of the transactions consummated
      pursuant to the Exchange Agreement whereby the baking operation, which produced
      substantial losses over the years, was discontinued.





**Liquidity
      and Capital Resources**





Since
      inception, our only source of working capital has been the $8,455,000 received
      from the sale of our securities.





As
      of
      March 31, 2007, we had negative working capital of $941,500 as compared to
      negative working capital of $801,760 at March 31, 2006.





Net
      Cash
      Used in Operating Activities during the three months ended March 31, 2007 of
      approximately $9,100 was primarily due to our loss from continuing operations
      of
      approximately $30,300 and an increase in accounts receivable of approximately
      $3,200 offset by an increase in accrued expenses of approximately $23,000 and
      depreciation and amortization of $1,500.





Net
      Cash
      Provided by Financing Activities during the three months ended March 31, 2007
      of
      approximately $9,100 was due to an officer loan.





Current
      operations are being funded by licensing fees and loans from our chief executive
      officer.





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





8




**Inflation
      and Seasonality**





Licensing
      revenue will vary since it is tied to peak baking seasons. Revenues are
      generally higher during holiday seasons such as Thanksgiving, Christmas, Jewish
      New Year, Easter and Passover than they are during other times of the
      year.





**Off-Balance
      Sheet Arrangements**





There
      were no off-balance sheet arrangements during the three months ended March,
      31
      2007 that have or are reasonably likely to have, a current or future effect
      on
      our financial condition, changes in financial condition, revenues or expenses,
      results of operations, liquidity, capital expenditures or capital resources
      that
      is material to our interests.





**I** **tem
      3 A(T). Controls and Procedures**





EVALUATION
      OF DISCLOSURE CONTROLS AND PROCEDURES.





As
      of March 31, 2007, we carried out an evaluation of the effectiveness of the
      design and operation of our “disclosure controls and procedures” (as defined in
      the Exchange Act Rules 13a-15(e) and 15d-15(e)) under the supervision and with
      the participation of our management, including Anthony J. Merante, our Chief
      Executive Officer and Chief Financial Officer. Based upon that evaluation,
      Mr. Merante concluded that our disclosure controls and procedures are
      effective.





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





CHANGES
      IN INTERNAL CONTROLS





During
      the quarter ended March 31, 2007, there was no change in the issuer’s internal
      control over financial reporting that has materially affected, or is reasonable
      likely to materially affect, the issuer’s internal control over financial
      reporting.




LIMITATIONS
      ON THE EFFECTIVENESS OF CONTROLS.





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





9





**PART
      II - OTHER INFORMATION**





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





None.





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**Item
      6. Exhibits**





(a)
            Exhibits





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





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





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





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





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





31.1
            Certification
                dated May 15, 2007 pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)
                as
                adopted pursuant to Section 302 of the Sarbanes Oxley-Act of 2002
                by
                Anthony J. Merante, President, Chief Executive Officer, and Chief
                Financial Officer.





32.1
            Certification
                dated May 15, 2007 pursuant to 18 U.S.C. Section 1350 as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002 made by Anthony
                J.
                Merante, President, Chief Executive Officer, and Chief Financial
                Officer.





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**SIGNATURES**








In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Brooklyn
      Cheesecake & Desserts Company, Inc.








By: /s/Anthony
      J. Merante


President,
      Chief Executive Officer and Chief Financial Officer     Date:
      May
      15, 2007


(principal
      financial officer and principal accounting officer)





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