UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





(Mark
one)


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


OF
THE SECURITIES EXCHANGE ACT OF 1934


For the
Quarterly Period Ended June 30, 2009





OR





 ̈  TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934


For the
transition period from ___ to________





Commission
File Number 1-13984





BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


(Exact
name of registrant as specified in its charter)





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





2070 Central Park Avenue
2ndFl. Yonkers, NY
10710


(Address
of principal executive offices)





(914)
361-1420


(Registrant’s
telephone number including area code)





800 Westchester Avenue,
Suite N405, Rye Brook, NY 10573


(Former
name, former address and former fiscal year, if changed since last
report)





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





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





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





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





As of
August 14, 2009, there were 684,445 shares of the registrant’s common stock, par
value $0.025 per share, outstanding.








INDEX





PART
      I. FINANCIAL INFORMATIONItem
      1.
                  Financial
      statements: (unaudited)Balance
      Sheets as of June 30, 2009 (unaudited) and December 31,
    2008
                  1Statements
      of Operations for the three and six months ended June 30, 2009 and 2008
      (unaudited)
                  2Statements
      of Cash Flows for the three and six months ended June 30, 2009 and 2008
      (unaudited)
                  3Notes
      to Financial Statements
                  4Item
      2.
                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  7Item
      3.
                  Quantitative
      and Qualitative Disclosures about Market Risk
                  9Item
      4 T.
                  Controls
      and Procedures
                  9PART
      II. OTHER INFORMATIONItem
      1.
                  Legal
      Proceedings
                  10Item
      1A.
                  Risk
      Factors
                  10Item
      2.
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  10Item
      3.
                  Defaults
      Upon Senior Securities
                  10Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  10Item
      5.
                  Other
      Information
                  10Item
      6.
                  Exhibits
                  11SIGNATURES
                  12CERTIFICATIONS
                  13







PART
I. FINANCIAL INFORMATION





Item
1. Financial statements




BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


BALANCE
SHEETS





June
      30, 2009
                              
                              
                              December
      31, 2008(Unaudited)
                              
                              
                              
                              (1)ASSETSCurrent
      assets:Cash
                              
                              $
                              1,295
                              
                              
                              $
                              4,058Accounts
      receivable
                              
                              
                              16,714
                              
                              
                              
                              25,214Total
      current assets
                              
                              
                              18,009
                              
                              
                              
                              29,272Other
      assets:Tradename,
      net of amortization
                              
                              
                              46,125
                              
                              
                              
                              49,125Total
      other assets
                              
                              
                              46,125
                              
                              
                              
                              49,125$
                              64,134
                              
                              
                              $
                              78,397LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      liabilities:Accounts
      payable
                              
                              $
                              38,762
                              
                              
                              $
                              44,321Accrued
      expense
                              
                              
                              347,388
                              
                              
                              
                              301,663Notes
      payable
                              
                              
                              815,000
                              
                              
                              
                              815,000Cash
      advances, officer
                              
                              
                              78,208
                              
                              
                              
                              73,209Total
      current liabilities
                              
                              
                              1,279,358
                              
                              
                              
                              1,234,193Stockholders'
      deficiency:Preferred
      stock $.001 par value, authorized 2,000,000 shares, none
      issued
                              
                              
                              -
                              
                              
                              
                              -Common
      stock, $.025 par value, authorized 30,000,000 shares, issued and
      outstanding 684,445 shares
                              
                              
                              17,110
                              
                              
                              
                              17,110Additional
      paid in capital
                              
                              
                              12,254,135
                              
                              
                              
                              12,254,135Accumulated
      deficit
                              
                              
                              (13,486,469
                              )
                              
                              
                              (13,427,041
                              )Total
      stockholders’ deficiency
                              
                              
                              (1,215,224
                              )
                              
                              
                              (1,155,796
                              )Total
      liabilities and stockholders’ deficiency
                              
                              $
                              64,134
                              
                              
                              $
                              78,397





(1)
Derived from Audited Financial Statements.





See notes
to unaudited financial statements.




1





BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
OF OPERATIONS


(UNAUDITED)





Six
      Months
                
                
                Three
      MonthsEnded June 30
                
                
                Ended June 302009
                
                
                2008
                
                
                2009
                
                
                2008Licensing
      fees
                
                $
                5,000
                
                
                $
                5,101
                
                
                $
                2,000
                
                
                
                2,000Selling,
      general and administrative expenses
                
                
                11,453
                
                
                
                31,755
                
                
                
                4,901
                
                
                
                10,299Interest
      expense
                
                
                52,975
                
                
                
                52,975
                
                
                
                26,487
                
                
                
                26,48764,428
                
                
                
                84,730
                
                
                
                31,388
                
                
                
                36,786Net
      loss
                
                $
                (59,428
                )
                
                $
                (79,629
                )
                
                $
                (29,388
                )
                
                $
                (34,786
                )Earnings
      per common share:Basic
      and diluted:
                
                $
                (.09
                )
                
                $
                (.12
                )
                
                $
                (.04
                )
                
                $
                (.05
                )Weighted
      average number of common shares outstanding
                
                
                684,445
                
                
                
                684,445
                
                
                
                684,445
                
                
                
                684,445





See notes
to unaudited financial statements.




2




BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
OF CASH FLOWS


SIX
MONTHS ENDED JUNE 30, 2009


(UNAUDITED)





2009
                    
                    
                    2008Operating
      activities:Net
      loss
                    
                    $
                    (59,428
                    )
                    
                    $
                    (79,629
                    )Amortization
                    
                    
                    3,000
                    
                    
                    
                    3,000Increase
      (decrease) in operating assets and liabilities:Fees
      receivable
                    
                    
                    8,500
                    
                    
                    
                    (5,101
                    )Accounts
      payable
                    
                    
                    (5,559
                    )
                    
                    
                    19,979Accrued
      expenses
                    
                    
                    45,724
                    
                    
                    
                    46,875Net
      cash used in operating activities
                    
                    
                    (7,763
                    )
                    
                    
                    (14,876
                    )Financing
      activities:Proceeds
      from cash advances, officer
                    
                    
                    5,000
                    
                    
                    
                    13,308Net
      cash provided by financing activities
                    
                    
                    5,000
                    
                    
                    
                    13,308Net
      decrease in cash and cash equivalents
                    
                    
                    (2,763
                    )
                    
                    
                    (1,568
                    )Cash
      and cash equivalents, beginning of year
                    
                    
                    4,058
                    
                    
                    
                    1,593Cash
      and cash equivalents, end of period
                    
                    $
                    1,295
                    
                    
                    $
                    25Supplemental
      disclosures:Cash
      paid during the year for:Taxes:
                    
                    $
                    -
                    
                    
                    $
                    -Interest:
                    
                    $
                    -
                    
                    
                    $
                    -





See notes
to unaudited financial statements.


3





BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


THREE AND
SIX MONTHS ENDED JUNE 30, 2009 AND 2008





1.
            Basis
      of presentation:





The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and the instructions to Form 10-Q.  Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.   For
further information, refer to the financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2008 filed with the Securities and Exchange Commission on April 14,
2009.





The
results of operations for the six months ended June 30, 2009 are not necessarily
indicative of the results for the full fiscal year ending December 31,
2009.





Accounting
standards have been issued or proposed by the FASB and other standards-setting
bodies that are not expected to have a material impact on the financial
statements for the period ending June 30, 2009 upon adoption.





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 licensing 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 $250,000.  At June 30, 2009, the
Company had no uninsured cash balances.





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 $3,000 and $3,000 for the six months
ended June 30, 2009 and 2008, respectively.





On March
28, 2006, the Company entered into a licensing agreement with its former
Chairman and CEO, whereby a one percent of sales fee would be charged for the
use of the Brooklyn Cheesecake & Desserts Company, Inc. trademarks.
Licensing fees were $5,000 and $5,101 for the three months ended June 30, 2009
and 2008, respectively.


4


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


THREE AND
SIX MONTHS ENDED JUNE 30, 2009 AND 2008





3.
              Tradename
      and licensing agreements
(continued):





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





2009
                        
                        $
                        6,0002010
                        
                        
                        6,0002011
                        
                        
                        6,0002012
                        
                        
                        6,0002013
                        
                        
                        6,000Thereafter
                        
                        
                        16,125$
                        46,125





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 $5,000 to cover additional
expenses during the period.





5.
              Cash
      Advances Officer:





Anthony
Merante, the Company’s Chairman, President and CEO, makes cash advances to the
Company from time to time to enable it to meet its payment obligations. These
advances bear no interest and are payable on demand. There were $5,000 in
advances made during the six months ended June 30, 2009.





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
bases of assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable
income.





Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized.  Income tax expense is the tax payable
or refundable for the period, plus or minus the change during the period in
deferred tax assets and liabilities.  There was no cumulative effect
of adoption or current effect in continuing operations mainly because the
Company has accumulated a net operating loss.  The Company has made no
provision for a deferred tax asset due to the net operating loss carry-forward
because a valuation allowance has been provided which is equal to the deferred
tax asset.  It cannot be determined at this time that a deferred tax
asset is more likely than not to be realized.





The
Company has a loss carry-forward of approximately $6,000,000 that may be offset
against future taxable income.  The carry-forward losses expire at the
end of the years 2017 through 2027.  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.


5


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


THREE AND
SIX MONTHS ENDED JUNE 30, 2009 AND 2008





7.
              Exchange
      Agreement:





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


6


Forward
Looking Statements




This Quarterly Report on Form 10-Q
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended.  We have based these forward-looking
statements on our current expectations and projections about future
events.  These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about us that may cause our actual
results, level of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking
statements.  In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “should,” “could,” “would,”
“expect,” “plan,” “anticipate,” ”believe,” “estimate,” ”continue,” or the
negative of such terms or other similar expressions.  Factors that
might cause or contribute to such a discrepancy include, but are not limited to,
those in our other Securities and Exchange Commission filings, including our
Annual Report on Form 10K  filed on April 14, 2009.  The
following discussion should be read in conjunction with our Financial Statements
and related Notes thereto included elsewhere in this report.





Item
2.   Management’s Discussion and Analysis of Financial Condition
and Results of Operations





Overview





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





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





We have experienced this lack of
liquidity throughout 2008 and the first six months of 2009, causing us to be
unable to meet our obligations as they come due. We believe that we need to
raise or otherwise obtain at least $1,000,000 in additional financing in order
to satisfy our existing obligations and implement our business plan.If we are not
successful in obtaining such financing, we may not be able to continue to
operate our business.





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





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





Critical
Accounting Policies





Revenue
Recognition:





Income from licensing
fees are recognized from the sale by our licensee of goods bearing the Brooklyn
Cheesecake & Desserts Company, Inc. trademark.  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





Six and Three Months Ended June 30,
2009 Compared to Six and Three Months Ended June 30, 2008





Licensing
fees aggregated $5,000 and $5,101 for the six months ended June 30, 2008 and
2007, a decrease of $101 or 2%. The decrease is a result of a decrease in
product sales on trade name licensed products. Licensing fees for the three
months ended June 30, 2008 as compared to June 30, 2007 were
unchanged.





Selling,
general and administrative expenses totaled $11,453 and $31,755 for the six
months ended June 30, 2009 and 2008.  The decrease of $20,302 or 64%
was the result of lower legal and public related costs.  We incurred
those costs in 2008 as a result of our annual meeting of shareholders held
February 4, 2008. Selling, general and administrative expenses for the three
months ended June 30, 2009 decreased to $4,901 from $10,299 for the three months
ended June 30, 2008.  This is a decrease of $5,398 or
52%.  This is a result of lower legal fees and public filing related
costs.





Interest
expense was $52,975 and $52,975 for the six months ended June 30, 2009 and
2008.   Interest expense for the three months ended June 30, 2009
and 2008 was $26,487 and $26,487. There was no change.  Interest is
charged at 13% per annum on the $815,000 note payable.





Liquidity
and Capital Resources





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





As of
June 30, 2009, we had negative working capital of $1,261,349 as compared to
negative working capital of $1,204,921 at December 31, 2008.





Net Cash
Used in Operating Activities during the six months ended June 30, 2009 of $7,763
was due to our net loss of $59,428 and a decrease in accounts payable of $5,559
offset by a decrease in fees receivable of $8,500, an increase in accrued
expenses of $45,724 and amortization expense of $3,000.





Net Cash
Provided by Financing Activities during the six months ended June 30, 2009 of
$5,000 was due to an officer advance.





Although
we have previously been successful in obtaining sufficient capital funds through
issuance of common stock and warrants, there can be no assurance that we will be
able to do so in the future especially given the recent liquidity crisis in the
credit markets.  We expect that the continued deterioration in the
worldwide economy will adversely affect licensing fee revenue.





Inflation
and Seasonality





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


8





Off-Balance
Sheet Arrangements





There were no off-balance sheet
arrangements during the six months ended  June 30, 2009 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.





Item
3. Quantitative and Qualitative Disclosures About Market Risk





This disclosure is not required for a
smaller reporting company.





Item
4 T. Controls and Procedures





EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES.





As of  June 30, 2009, we carried out an
evaluation of the effectiveness of the design and operation of our “disclosure
controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and
15d-15(e)) under the supervision and with the participation of our management,
including Anthony  J. Merante, our Chief Executive Officer and Chief
Financial Officer. Based upon that evaluation, Mr. Merante concluded that
our disclosure controls and procedures are effective at a reasonable assurance
level to ensure that information required to be disclosed in our reports filed
or submitted under the Exchange Act is accumulated and communicated to
management to allow timely decisions regarding required disclosure.





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





CHANGES
IN INTERNAL CONTROLS





During the quarter ended June 30, 2009 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
1. Legal Proceedings





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





Item
1A. Risk Factors





This disclosure is not required for a
smaller reporting company.





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





None.





Item
3. Defaults Upon Senior Securities





None





Item
4. Submission of Matters to a Vote of Security Holders





None.





Item
5. Other Information





None.


10





Item
6. Exhibits





(a) Exhibits





3.1
              Restated
      Certificate of Incorporation.  Incorporated by reference to the
      Company's Registration Statement on Form SB-2 Registration Number
      33-96094.3.2
              Amended
      and Restated By-laws.  Incorporated by reference to the
      Company's Registration Statement on Form SB-2 Registration Number
      33-96094.3.3
              Amendment
      to Certificate of Incorporation. Incorporated by reference to the
      Company's Current Report on Form 8-K, dated February 23,
    2005.3.4
              Amendment
      to Certificate of Incorporation. Incorporated by reference to the
      Company's Current Report on Form 8-K, dated March 22,
  2006.4.1
              Form
      of certificate for shares of Common Stock.  Incorporated by
      reference to the Company's Registration Statement on Form SB-2
      Registration Number 33-96094.4.2
              2004
      Stock Incentive Plan.  Incorporated by reference to the
      company’s Definitive Proxy statement filed on Form Schedule 14A dated July
      15, 2004.31.1
              Certification
      dated August 14, 2009 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 August 14, 2009 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





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





Brooklyn
Cheesecake & Desserts Company, Inc.





By:
              /s/Anthony J. MerantePresident,
      Chief Executive Officer and Chief Financial Officer
              
              Date:
      August 14, 2009(principal
      financial officer and principal accounting officer)


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