**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 March 31, 2008ORo
              **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)
  **800
        Westchester Avenue, Suite N405, Rye Brook, NY 10573**
 (Address
        of principal executive offices)
  **(914)
        701-0170**
 (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
o
 
 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 o
        Accelerated filer o
        Non-accelerated filer (do not check if a smaller reporting company) o 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 o No x
 As
        of May
        20, 2007, 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 March 31, 2008(unaudited) and December 31,
                  2007
              1Statements
                  of Operations for the three months ended March 31, 2008 and 2007
                  (unaudited)
              2Statements
                  of Cash Flows for the three months ended March 31, 2008 and 2007
                  (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
  March 31, 2008
              
              December 31, 2007(Unaudited)ASSETSCurrent
                  assets:Cash
              
              $
              1,175
              
              $
              1,593Fees
                  receivable
              
              
              21,972
              
              
              18,871Total
                  current assets
              
              
              23,147
              
              
              20,464Other
                  assets:Tradename,
                  net of amortization
              
              
              53,625
              
              
              55,125Total
                  other assets
              
              
              53,625
              
              
              55,125$
              76,772
              
              $
              75,589LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCYCurrent
                  liabilities:Accounts
                  payable
              
              $
              39,051
              
              $
              25,313Accrued
                  expense
              
              
              215,900
              
              
              195,313Notes
                  payable
              
              
              815,000
              
              
              815,000Cash
                  advances, officer
              
              
              57,600
              
              
              45,901Total
                  current liabilities
              
              
              1,127,551
              
              
              1,081,527Stockholders'
                  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
              
              
              (13,322,024
              )
              
              (
                  13,277,183
              )Total
                  stockholders’ deficiency
              
              
              (
                  1,050,779
              )
              
              (1
                  ,005,938
              )Total
                  liabilities and stockholders’ deficiency
              
              $
              76,772
              
              $
              75,589
 
 See
        notes
        to unaudited financial statements.
  1


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
      OF OPERATIONS


THREE
      MONTHS ENDED MARCH 31


(UNAUDTIED)




2008
            
            2007Licensing
                fees
            
            $
            3,101
            
            $
            3,226Selling,
                general and administrative expenses
            
            
            21,456
            
            
            7,082Interest
                expense
            
            
            26,487
            
            
            26,48747,943
            
            
            33,569Net
                Loss
            
            $
            (44,842
            )
            $
            (
                30,343
            )Earnings
                per common share:Basic
                and diluted
            
            $
            (
                0.07
            )
            $
            (
                0.05
            )Weighted
                average number of common shares outstanding:Basic
                and Diluted
            
            
            684,445
            
            
            684,445





See
      notes
      to unaudited financial statements.




2




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
      OF CASH FLOWS


THREE
      MONTHS ENDED MARCH 31


(UNAUDITED)




2008
            
            2007Operating
                activities:Net
                loss
            
            $
            (44,842
            )
            $
            (30,343
            )Amortization
            
            
            1,500
            
            
            1,500Increase
                (decrease) in operating assets and liabilities:Fees
                receivable
            
            
            (3,101
            )
            
            (3,226
            )Accounts
                payable
            
            
            13,738
            
            
            -Accrued
                expenses
            
            
            20,588
            
            
            22,987Net
                cash used in operating activities
            
            
            (12,117
            )
            
            (9,082
            )Financing
                activities:Proceeds
                from cash advances, officer
            
            
            11,699
            
            
            9,082Net
                cash provided by financing activities
            
            
            11,699
            
            
            9,082Net
                decrease in cash and cash equivalents
            
            
            (418
            )
            
            -Cash
                and cash equivalents, beginning of year
            
            
            1,593
            
            
            -Cash
                and cash equivalents, end of period
            
            $
            1,175
            
            $
            -Supplemental
                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
      MONTHS ENDED MARCH 31, 2008 AND 2007




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-KSB for the year ended December 31, 2007 filed with the Securities and
      Exchange Commission on April 14, 2008.


The
        results of operations for the three months ended March 31, 2008 are not
        necessarily indicative of the results for the full fiscal year ending December
        31, 2008.





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
      $100,000. At March 31, 2008, 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
      $1,500 and $1,500 for the three months ended March 31, 2008 and
      2007.





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 $3,101 and $3,226 for the three months ended March 31,
      2008
      and 2007.




4


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


THREE
      MONTHS ENDED MARCH 31, 2008 AND 2007





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
              
              
              23,625$
              53,625




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.
            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. Advances during the three
      months ended March 31, 2008 totaled $11,699.





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 $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
      MONTHS ENDED MARCH 31, 2008 AND 2007





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 10KSB filed on April 14, 2008. 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. 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 2007 and the first four months
      of
      2008, 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**





**Three
      Months Ended March 31, 2008 Compared to Three Months Ended March 31,
      2007**





Licensing
      fees aggregated $3,101 and $3,226 for the three months ended March 31, 2008
      and
      2007, a decrease of $125 or 4%. The decrease is a result of a decrease in
      product sales on trade name licensed products.





Selling,
      general and administrative expenses totaled $21,456 and $7,082 for the three
      months ended March 31, 2008 and 2007. The increase of $14,374 or 203% was the
      result of costs incurred for our annual meeting of shareholders held February
      4,
      2008.





Interest
      expense was $26,487 and $26,487 for the three months ended March 31, 2008 and
      2007. There was no change. Interest is charged at 13% 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
      March 31, 2008, we had negative working capital of $1,104,404 as compared to
      negative working capital of $1,061,063 at December 31, 2007.





Net
      Cash
      Used in Operating Activities during the three months ended March 31, 2008 of
      $12,117 was due to our net loss of $44,842 and a increase in fees receivable
      of
      $3,101, offset by an increase in accounts payable and accrued expenses of
      $34,326 and amortization expense of $1,500.





Net
      Cash
      Provided by Financing Activities during the three months ended March 31, 2008
      of
      $11,699 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.





**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 three months ended March
      31,
      2008 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
      March 31, 2008, 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 March 31, 2008, 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 small 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
                33-96094.31.1
            
            Certification
                dated May 20, 2008 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 20, 2008 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:
                May 20, 2008(principal
              financial officer and principal accounting officer)




12