**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, 2008




OR





o **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 Noo





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
      August 13, 2008, 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, 2008 (unaudited ) and December 31, 2007
                1Statements
                    of Operations for the six and three months ended June 30, 2008
                    and 2007
                    (unaudited)
                2Statements
                    of Cash Flows for the six months ended June 30, 2008 and 2007
                    (unaudited)
                3Notes
                    to financial Statements
                4Item
                    2.
                Management's
                    Discussion and Analysis of FinancialCondition
                    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


June 30, 2008
              
              December 31, 2007(Unaudited)
              
              (1)ASSETSCurrent
                  assets:Cash
              
              $
              25
              
              $
              1,593Accounts
                  receivable
              
              
              23,972
              
              
              18,871Total
                  current assets
              
              
              23,997
              
              
              20,464Other
                  assets:Tradename,
                  net of amortization
              
              
              52,125
              
              
              55,125Total
                  other assets
              
              
              52,125
              
              
              55,125$
              76,122
              
              $
              75,589LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCYCurrent
                  liabilities:Accounts
                  payable
              
              $
              45,292
              
              $
              25,313Accrued
                  expense
              
              
              242,188
              
              
              195,313Notes
                  payable
              
              
              815,000
              
              
              815,000Cash
                  advances, officer
              
              
              59,208
              
              
              45,901Total
                  current liabilities
              
              
              1,161,688
              
              
              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
              
              
              (13,356,811
              )
              
              (13,277,183
              )Total
                  stockholders’ deficiency
              
              
              (1,085,566
              )
              
              (1,005,938
              )Total
                  liabilities and stockholders’ deficiency
              
              $
              76,122
              
              $
              75,589





(1)
      Derived from Audited Financial Statements.




See
      notes
      to unaudited financial statements.





1




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
      OF OPERATIONS


SIX
      AND
      THREE MONTHS ENDED JUNE 30, 2008


(UNAUDTIED)


Six
                    Months
                
                Three
                    MonthsEnded
                    June 30
                
                Ended
                    June 302008
                
                2007
                
                2008
                
                2007Licensing
                    fees
                
                $
                5,101
                
                $
                5,053
                
                $
                2,000
                
                
                1,827Selling,
                    general and administrative expenses
                
                
                31,755
                
                
                22,408
                
                
                10,299
                
                
                15,326Interest
                    expense
                
                
                52,975
                
                
                52,975
                
                
                26,487
                
                
                26,48784,730
                
                
                75,383
                
                
                36,786
                
                
                41,813Net
                    loss
                
                $
                (79,629
                )
                $
                (70,330
                )
                $
                (34,786
                )
                $
                (39,986
                )Earnings
                    per common share: Basic and diluted:
                
                $
                (.12
                )
                $
                (.10
                )
                $
                (.05
                )
                $
                (.06
                )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


(UNAUDITED)


2008
              
              2007Operating
                  activities:Net
                  loss
              
              $
              (79,629
              )
              $
              (70,330
              )Amortization
              
              
              3,000
              
              
              3,000Increase
                  (decrease) in operating assets and liabilities:Fees
                  receivable
              
              
              (5,101
              )
              
              (5,053
              )Accounts
                  payable
              
              
              19,979
              
              
              (
                  6,780
              )Accrued
                  expenses
              
              
              46,875
              
              
              51,675Net
                  cash used in operating activities
              
              
              (14,876
              )
              
              (27,488
              )Financing
                  activities:Proceeds
                  from cash advances, officer
              
              
              13,308
              
              
              29,624Net
                  cash provided by financing activities
              
              
              13,308
              
              
              29,624Net
                    (decrease) increase in cash and cash
                    equivalents
              
              
              (1,568
              )
              
              2,136Cash
                  and cash equivalents, beginning of year
              
              
              1,593
              
              
              -Cash
                  and cash equivalents, end of period
              
              $
              25
              
              $
              2,136Supplemental
                  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


SIX
      MONTHS ENDED JUNE 30, 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 six months ended June 30, 2008 are not necessarily
      indicative of the results for the full fiscal year ending December 31,
      2008.





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, 2008 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
      $100,000. At June 30, 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
      $3,000 and $3,000 for the six months ended June 30, 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 $5,101 and $5,053 for the six months ended June 30, 2008
      and
      2007.




4




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


SIX
      MONTHS ENDED JUNE 30, 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
              
              
              22,125$
              52,125
  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 $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 six
      months ended June 30, 2008 totaled $13,308.





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


SIX
      MONTHS ENDED JUNE 30, 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 seven 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**





**Six
      and Three Months Ended June 30, 2008 Compared to Six and Three Months Ended
      June
      30, 2007**





Licensing
      fees aggregated $5,101 and $5,053 for the six months ended June 30, 2008 and
      2007, an increase of $48 or 1%. The increase is a result of a increase in
      product sales on trade name licensed products. The $173 licensing fee increase
      for the three months ended June 30, 2008 as compared to June 30, 2007 was a
      result of higher product sales on trade name licensed products.





Selling,
      general and administrative expenses totaled $31,755 and $22,408 for the six
      months ended June 30, 2008 and 2007. The increase of $9,347 or 41% was the
      result of costs incurred for our annual meeting of shareholders held February
      4,
      2008. Selling, general and administrative expenses for the three months ended
      June 30, 2008 decreased to $10,299 from $15,326 for the three months ended
      June
      30, 2007. This is a decrease of $5,072 or 32.5%. 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, 2008 and
      2007.
      Interest expense for the three months ended June 30, 2008 and 2007 was $26,487
      and $26,488. 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, 2008, we had negative working capital of $1,137,691 as compared to
      negative working capital of $1,061,063 at December 31, 2007.





Net
      Cash
      Used in Operating Activities during the six months ended June 30, 2008 of
      $14,876 was due to our net loss of $79,629 and an increase in fees receivable
      of
      $5,101, offset by an increase in accounts payable and accrued expenses of
      $66,854 and amortization expense of $3,000.





Net
      Cash
      Provided by Financing Activities during the six months ended June 30, 2008
      of
      $13,308 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 six months ended June 30,
      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
      June 30, 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 June 30, 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 August 13, 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 August 13, 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.




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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 13,
                  2008(principal
                  financial officer and principal accounting officer)




12