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 September 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)





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





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





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





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





As of
November 13, 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 September 30, 2009 (unaudited) and December 31,
      2008
                    
                    1Statements
      of Operations for the nine and three months ended September 30, 2009 and
      2008 (unaudited)
                    
                    2Statements
      of Cash Flows for the nine months ended September 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





PART
I. FINANCIAL INFORMATION





Item
1. Financial statements





BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


BALANCE
SHEETS





September 30, 2009
                        
                        
                        December 31, 2008(Unaudited)
                        
                        
                        (1)ASSETSCurrent
      assets:Cash
                        
                        $
                        70
                        
                        
                        $
                        4,058Accounts
      receivable
                        
                        
                        18,714
                        
                        
                        
                        25,214Total
      current assets
                        
                        
                        18,784
                        
                        
                        
                        29,272Other
      assets:Tradename,
      net of amortization
                        
                        
                        44,625
                        
                        
                        
                        49,125Total
      other assets
                        
                        
                        44,625
                        
                        
                        
                        49,125$
                        63,409
                        
                        
                        $
                        78,397LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      liabilities:Accounts
      payable
                        
                        $
                        37,464
                        
                        
                        $
                        44,321Accrued
      expense
                        
                        
                        373,875
                        
                        
                        
                        301,663Notes
      payable
                        
                        
                        815,000
                        
                        
                        
                        815,000Cash
      advances, officer
                        
                        
                        83,208
                        
                        
                        
                        73,209Total
      current liabilities
                        
                        
                        1,309,547
                        
                        
                        
                        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
                        
                        
                        (13,517,383
                        )
                        
                        
                        (13,427,041
                        )Total
      stockholders’ deficiency
                        
                        
                        (1,246,138
                        )
                        
                        
                        (1,155,796
                        )Total
      liabilities and stockholders’ deficiency
                        
                        $
                        63,409
                        
                        
                        $
                        78,397





(1)
Derived from Audited Financial Statements.





See notes
to unaudited financial statements.


1





BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
OF OPERATIONS


(UNAUDITED)





Nine Months
                  
                  
                  Three MonthsEnded September 30
                  
                  
                  Ended September 302009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Licensing
      fees
                  
                  $
                  7,000
                  
                  
                  $
                  6,241
                  
                  
                  $
                  2,000
                  
                  
                  
                  1,140Selling,
      general and administrative expenses
                  
                  
                  17,879
                  
                  
                  
                  36,882
                  
                  
                  
                  6,427
                  
                  
                  
                  5,128Interest
      expense
                  
                  
                  79,463
                  
                  
                  
                  79,463
                  
                  
                  
                  26,487
                  
                  
                  
                  26,48797,342
                  
                  
                  
                  116,345
                  
                  
                  
                  32,914
                  
                  
                  
                  31,615Net
      loss
                  
                  $
                  ( 90,342
                  )
                  
                  $
                  ( 110,104
                  )
                  
                  $
                  ( 30,914
                  )
                  
                  $
                  ( 30,475
                  )Earnings
      per common share:Basic
      and diluted:
                  
                  $
                  (.13
                  )
                  
                  $
                  (.16
                  )
                  
                  $
                  (.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


NINE
MONTHS ENDED SEPTEMBER 30, 2009


(UNAUDITED)





2009
                    
                    
                    2008Operating
      activities:Net
      loss
                    
                    $
                    (90,342
                    )
                    
                    $
                    (110,104
                    )Amortization
                    
                    
                    4,500
                    
                    
                    
                    4,500Increase
      (decrease) in operating assets and liabilities:Fees
      receivable
                    
                    
                    6,500
                    
                    
                    
                    (6,241
                    )Accounts
      payable
                    
                    
                    (6,857
                    )
                    
                    
                    21,532Accrued
      expenses
                    
                    
                    72,211
                    
                    
                    
                    73,362Net
      cash used in operating activities
                    
                    
                    ( 13,988
                    )
                    
                    
                    (16,951
                    )Financing
      activities:Proceeds
      from cash advances, officer
                    
                    
                    10,000
                    
                    
                    
                    23,308Net
      cash provided by financing activities
                    
                    
                    10,000
                    
                    
                    
                    23,308Net
      (decrease) increase in cash and cash equivalents
                    
                    
                    (3,988
                    )
                    
                    
                    6,357Cash
      and cash equivalents, beginning of year
                    
                    
                    4,058
                    
                    
                    
                    1,593Cash
      and cash equivalents, end of period
                    
                    $
                    70
                    
                    
                    $
                    7,950Supplemental
      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


NINE
MONTHS ENDED SEPTEMBER 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 nine months ended September 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 September 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 September 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 $4,500 and $4,500 for the nine months
ended September 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 $7,000 and $6,241 for the nine months ended September 30,
2009 and 2008, respectively.


4


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


NINE
MONTHS ENDED SEPTEMBER 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
            
            
            14,625$
            44,625




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 the Company 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.  He made cash advances in the aggregate amount of $10,000 to
the Company during the nine months ended September 30, 2009.





6.
            Income
      taxes:





The
      Company accounts for income taxes under an asset and liability approach to
      financial accounting and reporting for income taxes.  Deferred
      income tax assets and liabilities are computed annually for differences
      between the financial statement and income tax bases of assets and
      liabilities that will result in taxable or deductible amounts in the
      future based on enacted tax laws and rates applicable to the periods in
      which the differences are expected to affect taxable
    income.





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





The
      Company has a loss carry-forward of approximately $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


NINE
MONTHS ENDED SEPTEMBER 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.





8.
            Summary
      of Significant Accounting Policies





Accounting
Standards Codification


In
June 2009, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Codification (“ASC”) 105, FASB Accounting Standards
Codification (“ASC 105”). The statement confirmed that the FASB Accounting
Standards Codification (the “Codification”) is the single official source of
authoritative GAAP (other than guidance issued by the SEC), superseding existing
FASB, American Institute of Certified Public Accountants, Emerging Issues Task
Force, and related literature. The Codification does not change GAAP. Instead,
it introduces a new structure that is organized in an easily accessible,
user-friendly online research.


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 nine 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 “Share-Based Payment,” under the modified prospective method.
This eliminates accounting for share-based compensation transactions using the
intrinsic value method 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 will continue to be required to the extent those amounts differ from
those in the Statement of Operations.





Results
of Operations





Nine
and Three Months Ended September 30, 2009 Compared to Nine and Three Months
Ended September 30, 2008





Licensing
fees aggregated $7,000 and $6,241 for the nine months ended September 30, 2009
and 2008, an increase of $759 or 12%. The increase is a result of a increase in
product sales on trade name licensed products. Licensing fees for the three
months ended September 30, 2009 as compared to September 30, 2008 was $2,000 and
$1,140 respectively, an increase of $860 or 75%. The increase is a result of a
increase in product sales on trade name licensed products.





Selling,
general and administrative expenses totaled $17,879 and $36,882 for the
nine  months ended September 30, 2009 and 2008.  The
decrease of $19,003 or 51% was the result of lower legal and public company
related expenses.  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 September 30, 2009 increased
to $6,427 from $5,128 for the three months ended September 30,
2008.  This is a increase of $1,299 or 25%.  This is a
result of higher public company filing related costs during this
quarter.





Interest
expense was $79,463 and $79,463 for the nine months ended September 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
September 30, 2009, we had negative working capital of $1,290,763 as compared to
negative working capital of $1,204,921 at December 31, 2008.





Net Cash
Used in Operating Activities during the nine months ended September 30, 2009 of
$13,988 was due to our net loss of $90,342 and a decrease in accounts payable of
$6,857 offset by a decrease in fees receivable of $6,500, an increase in accrued
expenses of $72,211 and amortization expense of $4,500.





Net Cash
Provided by Financing Activities during the nine months ended September 30, 2009
of $10,000 was due to officer advances.





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





Inflation
and Seasonality





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


8





Off-Balance
Sheet Arrangements





There were no off-balance sheet
arrangements during the nine months ended  September  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  September 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 September 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 November 13, 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 November 13, 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.


11





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:
      November 13, 2009(principal
      financial officer and principal accounting officer)


12