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, 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)





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  ̈





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  ̈  No x





As of May
15, 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 March 31, 2009 (unaudited) and
                            
                            1December
      31, 2008Statements
      of Operations for the three monthsended
      March 31, 2009 and 2008 (unaudited)
                            
                            2Statements
      of Cash Flows for the three monthsended
      March 31, 2009 and 2008 (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





March31, 2009
                                                              
                                                              
                                                              December 31, 2008(Unaudited)
                                                              
                                                              
                                                              (1)ASSETSCurrent
      assets:Cash
                                                              
                                                              $
                                                              1,295
                                                              
                                                              
                                                              $
                                                              4,058Accounts
      receivable
                                                              
                                                              
                                                              14,714
                                                              
                                                              
                                                              
                                                              25,214Total
      current assets
                                                              
                                                              
                                                              16,009
                                                              
                                                              
                                                              
                                                              29,272Other
      assets:Tradename,
      net of amortization
                                                              
                                                              
                                                              47,625
                                                              
                                                              
                                                              
                                                              49,125Total
      other assets
                                                              
                                                              
                                                              47,625
                                                              
                                                              
                                                              
                                                              49,125$
                                                              63,634
                                                              
                                                              
                                                              $
                                                              78,397LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      liabilities:Accounts
      payable
                                                              
                                                              $
                                                              29,526
                                                              
                                                              
                                                              $
                                                              44,321Accrued
      expense
                                                              
                                                              
                                                              331,734
                                                              
                                                              
                                                              
                                                              301,663Notes
      payable
                                                              
                                                              
                                                              815,000
                                                              
                                                              
                                                              
                                                              815,000Cash
      advances, officer
                                                              
                                                              
                                                              73,209
                                                              
                                                              
                                                              
                                                              73,209Total
      current liabilities
                                                              
                                                              
                                                              1,249,469
                                                              
                                                              
                                                              
                                                              1,234,193Stockholders'
      deficiency:Preferred
      stock $.001 par value, authorized 2,000,000shares,
      none issued
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Common
      stock, $.025 par value, authorized 30,000,000shares,
      issued and outstanding 684,445 shares
                                                              
                                                              
                                                              17,110
                                                              
                                                              
                                                              
                                                              17,110Additional
      paid in capital
                                                              
                                                              
                                                              12,254,135
                                                              
                                                              
                                                              
                                                              12,254,135Accumulated
      deficit
                                                              
                                                              
                                                              (13,457,080
                                                              )
                                                              
                                                              
                                                              (13,427,041
                                                              )Total
      stockholders’ deficiency
                                                              
                                                              
                                                              (1,185,835
                                                              )
                                                              
                                                              
                                                              (1,155,796
                                                              )Total
      liabilities and stockholders’ deficiency
                                                              
                                                              $
                                                              63,634
                                                              
                                                              
                                                              $
                                                              78,397





(1)
Derived from Audited Financial Statements.





See notes
to unaudited financial statements.




1




BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
OF OPERATIONS


THREE
MONTHS ENDED MARCH 31,


(UNAUDITED)





2009
                  
                  
                  2008Licensing
      fees
                  
                  $
                  3,000
                  
                  
                  $
                  3,101Selling,
      general and administrative expenses
                  
                  
                  6,552
                  
                  
                  
                  21,456Interest
      expense
                  
                  
                  26,488
                  
                  
                  
                  26,48733,040
                  
                  
                  
                  47,943Net
      loss
                  
                  $
                  ( 30,040
                  )
                  
                  $
                  ( 44,842
                  )Earnings
      per common share:Basic
      and diluted:
                  
                  $
                  (.04
                  )
                  
                  $
                  (.07
                  )Weighted
      average number ofcommon
      shares outstanding
                  
                  
                  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)





2009
                            
                            
                            2008Operating
      activities:Net
      loss
                            
                            $
                            (30,040
                            )
                            
                            $
                            (44,842
                            )Amortization
                            
                            
                            1,500
                            
                            
                            
                            1,500Increase
      (decrease) in operating assets and liabilities:Fees
      receivable
                            
                            
                            10,500
                            
                            
                            
                            (3,101
                            )Accounts
      payable
                            
                            
                            (14,794
                            )
                            
                            
                            13,738Accrued
      expenses
                            
                            
                            30,071
                            
                            
                            
                            20,588Net
      cash used in operating activities
                            
                            
                            ( 2,763
                            )
                            
                            
                            (12,117
                            )Financing
      activities:Proceeds
      from cash advances, officer
                            
                            
                            -
                            
                            
                            
                            11,699Net
      cash provided by financing activities
                            
                            
                            -
                            
                            
                            
                            11,699Net
      increase in cash and cash equivalents
                            
                            
                            (2,763
                            )
                            
                            
                            (418
                            )Cash
      and cash equivalents, beginning of year
                            
                            
                            4,058
                            
                            
                            
                            1,593Cash
      and cash equivalents, end of period
                            
                            $
                            1,295
                            
                            
                            $
                            1,175Supplemental
      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, 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 three months ended March 31, 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 March 31, 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 March 31, 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 $1,500 and $1,500 for the three months
ended March 31, 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 $3,000 and $3,101 for the three months ended March 31, 2009
and 2008, respectively.




4




BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


THREE
MONTHS ENDED MARCH 31, 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
                  
                  
                  17,625$
                  47,625




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, 2009 (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.  There were no advances made during the three months ended
March 31, 2009.





6.
            Income
      taxes:





The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards ("SFAS No. 109") "Accounting for Income Taxes", which
requires an asset and liability approach to financial accounting and reporting
for income taxes.  Deferred income tax assets and liabilities are
computed annually for differences between the financial statement and income tax
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, 2009 AND 2008





7.
              Exchange
      Agreement:





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




6




Forward
Looking Statements




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





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





Overview





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





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





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





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





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





Critical
Accounting Policies





Revenue
Recognition:





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





7




Stock Based
Compensation:





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





Results
of Operations





Three Months Ended March 31, 2009
Compared to Three Months Ended March 31, 2008





Licensing
fees were $3,000 and $3,101 for the three months ended March 2009 and 2008, a
decrease of $101 or 3%. The decrease is a result of a decrease in product sales
on trade name licensed products.





Selling,
general and administrative expenses totaled $6,552 and $21,456 for the three
months ended March 31, 2009 and 2008.  This is a decrease of $14,904
or 70%. This decrease is the result of lower legal and transfer agent fees in
2009 as compared to 2008 when we incurred legal and transfer agent fees related
to our annual meeting of shareholders held February 4, 2008.





Interest
expense for the three months ended March 31, 2009 and 2008 was $26,488 and
$26,488, respectively. 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
March 31, 2009, we had negative working capital of $1,233,461 as compared to
negative working capital of $1,204,921 at December 31, 2008.





Net Cash
Used in Operating Activities during the three months ended March 31, 2009 of
$2,763 was due to our net loss of $30,040 and a decrease in accounts payable of
$14,794, offset by a decrease in accounts receivable of $10,500, an increase in
accrued expenses of $30,071 and amortization expense of $1,500.





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 three months ended  March 31, 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  March 31, 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 March 31, 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 May 15, 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 May 15, 2009 pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002 made by Anthony J.
      Merante, President, Chief Executive Officer, and Chief Financial
      Officer.




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SIGNATURES





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





Brooklyn
Cheesecake & Desserts Company, Inc.





By:
                  /s/Anthony J. Merante


President,
      Chief Executive Officer and Chief Financial Officer
              Date:
      May 15,2009(principal
      financial officer and principal accounting officer)




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