**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**** ****


**FORM
      10-KSB/A2**





**ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**




**For the fiscal year ended: December
                31,
                2006**
            **Commission
                File Number:
                0-13984**








**BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.**


(Exact
      name of registrant as specified in its charter)








**NEW
                YORK**
            
            **13-3832215**(State
                or****other
                jurisdiction of incorporation or
              organization)
            
            (IRS
                Employer Identification No.)




**20
                Passaic Avenue**
              **Fairfield,
                NJ 07004**(Address
                of principal executive offices, Zip Code)




******(973)
      808-8248******


(Issuer's
      Telephone Number, including Area Code)





**Securities
      registered under Section 12(b) of the Exchange Act:** None.





**Securities
                registered pursuant to**
              **Section
                12(g) of the Act:**
            
            **Name
                of Each Exchange on Which Registered:**Common
                Stock, par value $.025 per share
            
            None








Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the past 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




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB. o





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





Issuer's
      revenue for its most recent fiscal year was $13,084.





The
      aggregate market value of the voting common stock held by non-affiliates of
      the
      issuer, as of March 31, 2007 was approximately $116,520 (based on the average
      closing bid and asked prices of the registrant’s common stock in the
      over-the-counter market).





As
      of
      March 31, 2007, 684,445 shares of registrant’s common stock, par value $.025 per
      share, were issued and outstanding (based on the registrant’s 1:25 reverse stock
      split of outstanding common stock effective March 20, 2006).




Transitional
      Small Business Disclosure Format (check one):Yes o No
x


1


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


FORM
      10-KSB


YEAR
      ENDED DECEMBER 31, 2006


TABLE
      OF
      CONTENTS




**PART
      I**


Page


Item
                1.
            Description
                of Business
            3Item
                2.
            Description
                of Property
            4Item
                3.
            Legal
                Proceedings
            4Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            4**PART
                II**Item
                5.
            Market
                for Common Equity and Related Stockholder Matter
            4Item
                6.
            Management’s
                Discussion and Analysis of Financial Condition and Plan of
                Operations
            6Item
                7.
            Financial
                Statements
            11Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure
            24Item
                8A.
            Controls
                and Procedures
            24Item
                8B.
            Other
                Information
            25**PART
                III**Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Ac t
            25Item
                10.
            Executive
                Compensation
            26Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            28Item
                12.
            Certain
                Relationships and Related Transactions
            29Item
                13.
            Exhibits
            29Item
                14.
            Principal
                Accountant Fees and Services
            31SIGNATURES
            
            32


2





**FORWARD
      LOOKING STATEMENTS**






Except
      for historical information, this document contains various “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
      (the
“Exchange Act”). These forward-looking statements involve risks and
      uncertainties, including, among other things, statements regarding our revenue
      mix, anticipated costs and expenses, development, relationships with strategic
      partners and other factors discussed under “Description of Business” and
“Management's Discussion and Analysis”. These forward-looking statements may
      include declarations regarding our belief or current expectations of management,
      such as statements indicating that “we expect,” “we anticipate,” “we intend,”
“we believe,” and similar language. We caution that any forward-looking
      statement made by us in this Form 10-KSB or in other announcements made by
      us
      are further qualified by important factors that could cause actual results
      to
      differ materially from those projected in the forward-looking statements,
      including without limitation the risk factors set forth in this Form
      10-KSB.





**ITEM
      1. DESCRIPTION OF BUSINESS**





**THE
      FOLLOWING REPORT ON FORM 10-KSB REFLECTS THE REVERSE SPLIT OF OUR ISSUED AND
      OUTSTANDING COMMON STOCK EFFECTIVE MARCH 20, 2006. UNLESS OTHERWISE NOTED,
      ALL
      REFERENCES TO COMMON STOCK IN THIS REPORT TAKE INTO ACCOUNT AND REFLECTS THE
      REVERSE SPLIT. ADDITIONALLY THIS REPORT REFLECTS THE TRANSFER OF CERTAIN ASSETS
      TO OUR FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER FOR THE FORGIVENESS AND
      THE
      ASSUMPTION OF THE MAJORITY OF THE COMPANY’ S DEBT OBLIGATIONS.**





**GENERAL**





Brooklyn
      Cheesecake & Desserts Company, Inc. was incorporated in November 1993. The
      Company's executive offices are located at 20 Passaic Avenue, Fairfield, NJ
      07004 and its telephone number is (973) 808-8248. The Company licenses its
      Brooklyn Cheesecake & Desserts Company trademark to Brooklyn Cheesecake
& Desserts Company, Inc. (a New Jersey Company).





From
      March 2002 through March 2006, the Company was a manufacturer of baking and
      confectionary products. In March 2006, the Company entered into an Exchange
      Agreement pursuant to which it exchanged its baking equipment and other fixed
      assets and JMS Specialty, its wholly owned subsidiary, for the satisfaction
      and
      assumption of approximately $1,145,000 of outstanding liabilities and
      obligations owed to Ronald L. Schutte, its former president and chief executive
      officer. The Company retained its trademarks and now licenses these trademarks
      to a New Jersey corporation formed by Mr. Schutte to continue the baking
      operations that were transferred to him pursuant to the Exchange
      Agreement.








**TRADEMARKS**





Brooklyn
      Cheesecake & Desserts Company, Inc trademarks with the United States Patent
      and Trademark office include the mark The Healthy Bakery Ò (US
      Registration No. 1,644,559), Brooklyn Cheesecake Company Inc.  Ò (US
      Registration No. 3,040,023) and Brooklyn Cheesecakes & Desserts Company,
      Inc.  Ò (US
      Registration No. 3,017,300). The Company believes that the trademarks are a
      significant asset, are valid, and enforceable, however there can be no assurance
      as to the degree of protection its registered trademarks will afford the
      Company.






**PLAN
      OF OPERATION**




The
      Company licenses its trademarks to Brooklyn Cheesecake, & Desserts Company,
      Inc. (a New Jersey Corporation). Revenues are calculated at one percent of
      sales
      of goods bearing the Brooklyn Cheesecake & Desserts Company, Inc. trademark.
      The agreement expires on December 31, 2016.




3


**EMPLOYEES**





As
      of
      December 31, 2006, Brooklyn Cheesecake & Desserts Company had one executive
      officer and no employees. The only executive the Company has is Anthony J.
      Merante who is the Chairman, President, Chief Financial Officer, Chief Executive
      Officer and Corporate Secretary.





**ITEM
      2. DESCRIPTION OF PROPERTY**





The
      Company occupies secured space at 20 Passaic Avenue, Fairfield, NJ 07004 as
      storage for Company records. The Company continues to use this address as its
      mailing address.





**ITEM
      3. LEGAL PROCEEDING**


None.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
      HOLDERS**





No
      matters were submitted to a vote of security holders during the fourth quarter
      of 2006.





**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**





***THIS
      SECTION AND FURTHER REFERENCES TO SHARES OF COMMON STOCK HAVE BEEN ADJUSTED
      TO
      EFFECUATE A MARCH 20, 2006 1:25 REVERSE STOCK SPLIT.***





The
      Company's Common Stock is quoted on the Over the Counter Bulletin Board
      (“OTCBB”) under the symbol "BCKE" effective March 22, 2006. Prior to that, the
      Company’s Common Stock was quoted on the OTCBB under the symbol “BCAK”. The
      following table sets forth the range of quarterly high and low bid prices,
      as
      reported during the last two fiscal years. All amounts have been retroactively
      adjusted to reflect a 1:25 reverse stock split that occurred on March 20,
      2006.




Period
              High
              LowFiscal
                  Year 2005:First
                  Quarter
              10.50
              1.50Second
                  Quarter
              4.50
              2.50Third
                  Quarter
              3.25
              2.00Fourth
                  Quarter
              2.00
              .50Fiscal
                  Year 2006First
                  Quarter
              .30
              .26Second
                  Quarter
              .26
              .26Third
                  Quarter
              .26
              .26Fourth
                  Quarter
              .26
              .25




The
      above
      quotations reflect inter-dealer prices, without retail mark-up, markdown or
      commission and may not reflect actual transactions. On April 16, 2007, the
      closing bid price for our common stock was $0.28 per share.





As
      of
      March 31, 2007, we had 63 stockholders of record of our common stock. Such
      number of record holders was derived from the records maintained by our transfer
      agent, Computershare Trust Co.


4





The
      Company has never paid cash dividends on its Common Stock and does not
      anticipate paying dividends in the foreseeable future. The payment of future
      cash dividends is subject to the discretion of the Board of Directors and will
      depend upon the Company's earnings (if any), general financial condition, cash
      flows, capital requirements and other considerations deemed relevant by the
      Board of Directors.





RECENT
      SALES OF UNREGISTERED SECURITIES





On
      February 17, 2006, the Company issued 28,000 shares of common stock for
      services. The shares were issued to officers of the Company, valued at $35,000,
      or $1.25 per share, the closing trading price on the date of
      issuance.





On
      February 17, 2006, the Company issued 9,032 shares of common stock for
      merchandise purchased. These shares were issued to a vendor, valued at $11,271,
      or $1.25 per share, the closing trading price on the date of
      issuance.





On
      February 17, 2006, in payment of fees to Company Board members and Corporate
      secretary, the Company issued 64,000 shares of common stock. The shares were
      issued to the directors and corporate secretary, valued at $80,000, or 1.25
      per
      share, the closing trading price on the date of issuance.





On
      February 17, 2006, in payment of fees to consultants, the Company issued 30,000
      shares of common stock. The shares were issued to the consultants, valued at
      $37,500, or $1.25 per share, the closing trading price on the date of
      issuance.





On
      February 17, 2006, in payment of salaries to employees, the Company issued
      12,400 shares of common stock. The shares were issued to the employees, valued
      at $15,500, or $1.25 per share, the closing trading price on the date of
      issuance.





On
      January 13, 2005 the Company issued 74,000 shares of common stock for services
      valued at $148,000. All the shares were issued to officers of the Company,
      valued at $148,000, or $2.00 per share on January 13, 2005, the closing trading
      price on the date of issuance.





On
      March
      2, 2005 the Company issued 9,017 shares of common stock in settlement of an
      account payable of $18,034. These shares are valued at approximately $2.00
      per
      share the closing trading price on the date of issuance.





On
      January 13, 2005, in payment of fees to Company Board members and Corporate
      Secretary, the Company issued 4,500 shares of common stock, valued at $9,000.
      These shares are valued at $2.00 per share the closing trading price on the
      date
      of issuance.





On
      March
      2, 2005 the Company issued 42,000 shares of common stock for the initial payment
      of the website development costs totaling $152,250. These shares are valued
      at
      $3.63 per share the closing trading price on the date of issuance.





On
      April
      27, 2005 the Company issued an additional 42,000 shares of common stock as
      consideration of the website development costs totaling $151,200. These shares
      are valued at $3.60 per share the closing trading price on the date of
      issuance





On
      August
      29 th and
      September 29 th ,
      2005
      the Company issued a total of 2,637 shares of common stock for services rendered
      valued at $8,750, pursuant to a monthly service retainer agreement. These shares
      were issued at various times during the quarter and have per share values
      ranging from approximately $2.63 to $4.38 per share depending on the closing
      trading price on the date of issuance.





On
      August
      29, 2005, in payment of fees to Company Board members and the Corporate
      Secretary, the Company issued 3,048 shares of common stock, valued at $8,000.
      These shares are valued at $2.63 per share the closing trading price on the
      date
      of issuance.


5





On
      September 29, 2005 the Company issued the final 16,000 shares of common stock
      as
      consideration of the website development costs totaling $37,600. These shares
      are valued at $2.35 per share the closing trading price on the date of
      issuance.





On
      August
      29, 2005 the Company issued 6,000 shares of common stock for services rendered
      valued at $9,000.





On
      September 21, 2005 the Company issued 2,000 shares of common stock for services
      rendered valued at $4,500.





On
      May
      2004 the Company issued 26,630 shares of common stock for services valued at
      $100,600. Of these shares, 26,230 were issued to an officer of the Company,
      valued at $100,000, or $3.75 per share, the closing trading price on the date
      of
      issuance.





On
      May
      2004 and December 2004 the Company issued 834 and 1947 shares, respectively,
      of
      common stock for services rendered valued at $10,500, pursuant to a monthly
      service retainer agreement. These shares were issued at various times during
      the
      year and have per share values ranging from approximately $1.00 to $5.50 per
      shares depending on the closing trading price on the date of issuance.





On
      May
      2004 the Company issued 13,115 shares of common stock in settlement of a loan
      payable of $50,000. These shares are valued at approximately $3.75 per shares
      the closing trading price on the date of issuance.





On
      December 2004, In payment of fees to Company Board members, the Company issued
      400,000 shares of common stock, valued at $28,000. These shares are valued
      at
      approximately $1.75 per shares the closing trading price on the date of
      issuance.





Each
      of
      these issuances of common stock was exempt from registration pursuant to Section
      4(2) of the Securities Act of 1933, as amended.





**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
      OPERATIONS**





**GENERAL
      - Recent Developments**





From
      March 2002 through March 2006, the Company was a manufacturer of baking and
      confectionary products. In March 2006, the Company entered into an Exchange
      Agreement pursuant to which it exchanged its baking equipment and other fixed
      assets and JMS Specialty, its wholly owned subsidiary, for the satisfaction
      and
      assumption of approximately $1,145,000 of outstanding liabilities and
      obligations owed to Ronald L. Schutte, its former president and chief executive
      officer. The Company retained its trademarks and now licenses these trademarks
      to a New Jersey corporation formed by Mr. Schutte to continue the baking
      operations that were transferred to him pursuant to the Exchange Agreement.
      As a
      result of this transaction, the Company's baking operations have been treated
      as
      discontinued operations and its current business of licensing its trademarks
      is
      treated as the Company's continuing operations.





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




We
      have
      experienced this lack of liquidity throughout 2006, 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
      successful in obtaining such financing, we may not be able to continue to
      operate our business.














6


Although
      management is hopeful that licensing fees will increase in 2007 and be
      sufficient to pay related expenses, they 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 Form
      10-KSB.





**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. 
The Company follows the guidance of the Securities and Exchange Commission’s
      Staff Accounting Bulletin No. 104 for revenue recognition.  In general, the
      Company records 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.





Stock
      Based Compensation:





Effective
      January 1, 2006, the Company 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,
      the
      Company is 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**





The
      Company’s consolidated revenues from continuing operations aggregated $13,084
      and $0 for the years-ended December 31, 2006 and 2005 respectively, an increase
      of $13,084. This is the initial year of our licensing agreement thus there
      were
      no comparative numbers for 2005.





Selling,
      general and administrative expenses were $192,383 and $135,792 for the
      years-ended December 31, 2006 and 2005 respectively, an increase of $56,591.The
      increase was attributable to Director fee expenses recorded upon the conversion
      of stock options to stock.





Interest
      expense decreased in 2006 to $79,463 from $152,366, a decrease of $72,903,
      or
      47.8%, in comparison to an increase in 2005 to $152,366 from $96,213, an
      increase of $56,153, or 58.4%. The 2006 decrease was a result of reclassifying
      interest expense in 2005 to discontinued operations in addition to the debt
      reduction as part of the exchange agreement with the former chief executive
      officer. The 2005 increase was a result of increased borrowings.





The
      gain
      from discontinued operations to $143,590 from $(776,153) an increase of $919,743
      or 1,185% was a result of the exchange agreement whereby the baking operation,
      which produced substantial losses over the years was no longer included. This
      in
      addition to the reduced debt resulted in the gain from discontinued
      operations.





**SEGMENT
      INFORMATION**





Not
      applicable.








7


**LIQUIDITY
      AND CAPITAL RESOURCES**





Since
      its
      inception the Company’s only source of working capital has been the $8,455,000
      received from the issuance of its securities.





As
      of
      December 31, 2006, the Company had a negative working capital of $912,657 as
      compared to a negative working capital of $1,252,005 at December 31,
      2005.





Although
      the Company has previously been successful in obtaining sufficient capital
      funds
      through issuance of common stock and warrants, there can be no assurance that
      the Company 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 affected
      by holiday seasons such as Thanksgiving, Christmas, Jewish New Year, Easter
      and
      Passover.





**OFF-BALANCE
      SHEET ARRANGEMENTS**





There
      were no off-balance sheet arrangements during the year ended December, 31 2006
      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.





**RISK
      FACTORS**





In
      light
      of our current financial condition, we have entered into a transaction with
      our
      former Chief Executive Officer and President whereby we would exchange certain
      assets for satisfaction of and assumption of a majority of the Company’s
      outstanding obligations and liabilities to him. The transaction was subject
      to a
      satisfactory fairness opinion and customary closing conditions. The transaction
      changed the company significantly from a company that manufactured and sold
      baked goods to a company that holds and licenses intellectual
      property.





*Our
      independent auditors have stated that our recurring losses from operations
      and
      our accumulated deficit raise substantial doubt about our ability to continue
      as
      a going concern.*





The
      reports of our independent Certified Public Accountants dated, April 13, 2007
      and March 15, 2006 for the December 31, 2006 and 2005 condensed financial
      statements, respectively contained an explanatory paragraph that states that
      our
      recurring losses from operations and accumulated deficit raise substantial
      doubt
      about our ability to continue as a going concern. The condensed financial
      statements do not include any adjustments that might result from the outcome
      of
      that uncertainty. We believe we will need to raise more money to finance our
      operations and sustain our business model. We may not be able to obtain
      additional financing on acceptable terms, or at all. Any failure to raise
      additional financing will likely place us in significant financial
      jeopardy.








*The
      Company and the price of our shares may be adversely affected by the public
      sale
      of a significant number of the shares eligible for future
      sale.*





All
      but a
      very small number of the outstanding shares of our Common Stock are freely
      tradable. Sales of Common Stock in the public market could materially adversely
      affect the market price of our Common Stock. Such sales may also inhibit our
      ability to obtain future equity or equity-related financing on acceptable terms.
      The issuance and registration of additional shares could have a significant
      adverse effect on the trading price of our Common Stock.







8


**RISKS
      RELATED TO THE MARKET FOR OUR COMMON STOCK**





*Risk
      Factors Associated With Our 1:25 Reverse Stock Split*




** There
      can
      be no assurance that the total market capitalization of Brooklyn Cheesecake
      common stock (the aggregate value of all Brooklyn Cheesecake common stock at
      the
      then market price) after the Reverse Stock Split will be equal to or greater
      than the total market capitalization before the Reverse Stock Split will either
      equal or exceed the current per share market price.





There
      can
      be no assurance that the market price per new share of Brooklyn Cheesecake
      common stock after the Reverse Stock Split will remain unchanged or increase
      in
      proportion to the reduction in the number of old shares of Brooklyn Cheesecake
      common stock outstanding before the Reverse Stock Split.





Accordingly,
      the total market capitalization of Brooklyn Cheesecake common stock after the
      Reverse Stock Split may be lower than the total market capitalization before
      the
      Reverse Stock Split and, in the future, the market price of Brooklyn Cheesecake
      common stock following the Reverse Stock Split may not exceed or remain higher
      than the market price prior to the Reverse Stock Split.





A
      decline
      in the market price of our common stock after the Reverse Stock Split may result
      in a greater percentage decline than would occur in the absence of a Reverse
      Stock Split, and the liquidity of Brooklyn Cheesecake common stock could be
      adversely affected following such a Reverse Stock Split.





If
      the
      market price of our common stock declines, the percentage decline may be greater
      than would occur in the absence of a Reverse Stock Split. The market price
      of
      our common stock will, however, also based on our performance and other factors,
      which are unrelated to the number of shares outstanding. Furthermore, the
      reduced number of shares outstanding after the Reverse Stock Split could
      adversely affect the liquidity of our common stock.




*The
      price of our common stock is subject to volatility*





Our
      Common Stock has traded as low as $.25 per share and as high as $.30 per share
      in the twelve (12) month ended December 31, 2006. Our average trading volume
      is
      extremely low. As such, a significant sale of our Common Stock may result in
      a
      major fluctuation of the market price. Some other factors leading to the
      volatility include:





·
            Price
                and volume fluctuation in the stock market at large which do not
                relate to
                our operating performance;


·
            Fluctuation
                in our operating results;


·
            Concerns
                about our ability to finance our continuing
                operations;


·
            Financing
                arrangements which may require the issuance of a significant number
                of
                shares in relation to the number shares of our Common Stock currently
                outstanding;


·
            Fluctuations
                in market demand and supply of our products.**




*Our
      common stock is currently traded on the over-the-counter-bulletin-board and
      an
      investor’s availability to trade our common stock may be limited by trading
      volume*





The
      trading volume in our common shares has been relatively limited. A consistently
      active trading market for our Common Stock may not continue on the
      Over-The-Counter-Bulletin-Board. The average trading volume in our Common Stock
      on the Over-The-Counter-Bulletin-Board for the year ended December 31, 2006
      was
      approximately 153
      shares .













9


*Possible
      adverse effect of issuance of preferred stock*





Brooklyn
      Cheesecake & Desserts Company, Inc Restated Certificate of Incorporation
      authorizes the issuance of 2,000,000 shares of Preferred Stock, with
      designations, rights and preferences as determined from time to time by the
      Board of Directors. As a result of the foregoing, the Board of Directors can
      issue, without further shareholder approval, Preferred Stock with dividend,
      liquidation, conversion, voting or other rights that could adversely affect
      the
      voting power or other rights of the holders of Common Stock. The issuance of
      Preferred Stock could, under certain circumstances, discourage, delay or prevent
      a change in control of the Company.















10


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.







**TABLE
      OF CONTENTS**










**ITEM
      7. FINANCIAL STATEMENTS**




Report
                  of Independent Registered Public Accounting Firm
              12Balance
                  Sheet
              13Statements
                  of Operations
              14Statements
                  of Changes in Stockholders' Deficiency
              15Statements
                  of Cash Flows
              16Notes
                  to Financial Statements
              16-23


11


Report
      of Independent Registered Public Accounting Firm








To
      The
      Board of Directors and shareholders


Brooklyn
      Cheesecake & Desserts Company, Inc.





We
      have
      audited the accompanying balance sheet of Brooklyn Cheesecake & Desserts
      Company, Inc. as of December 31, 2006, and the related statements of operations,
      changes in stockholders' deficiency, and cash flows for the years ended December
      31, 2006 and 2005. These financial statements are the responsibility of the
      Company's management. Our responsibility is to express an opinion on these
      financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Brooklyn Cheesecake & Desserts
      Company, Inc. as of December 31, 2006, and the results of its operations and
      cash flows for the years ended December 31, 2006 and 2005, in conformity with
      accounting principles generally accepted in the United States of
      America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As shown in the accompanying financial statements,
      the Company incurred significant losses from operations for the years ended
      December 31, 2006 and 2005 and as of December 31, 2006 has a working capital
      deficiency in the amount of $912,657, which raises substantial doubt about
      the
      Company's ability to continue as a going concern. Management's plans in regard
      to these matters are discussed in the notes to the financial statements. The
      accompanying financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.











/s/
      Sherb
& Co., LLP


Certified
      Public Accountants





Boca
      Raton, Florida


April
      13,
      2007











12


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


BALANCE
      SHEET - DECEMBER 31, 2006





ASSETS


Current
                  assets:Accounts
                  receivable
              
              $
              13,084Total
                  current assets
              
              
              13,084Other
                  assets:Tradename,
                  net of amortization
              
              
              61,125Total
                  other assets
              
              
              61,125$
              74,209LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCYCurrent
                  liabilities:Accounts
                  payable
              
              $
              9,000Accrued
                  expenses
              
              
              85,463Notes
                  payable
              
              
              815,000Notes
                  payable, officer
              
              
              16,278Total
                  current liabilities
              
              
              925,741Stockholders'
                  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
              
              
              17,110Additional
                  paid-in capital
              
              
              12,254,135Accumulated
                  deficit
              
              
              (13,122,777
              )Total
                  stockholders' deficiency
              
              
              (851,532
              )$
              74,209





See
      notes
      to financial statements.


13


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
      OF OPERATIONS


Years
                  Ended December 31,2006
              
              2005Licensing
                  fees
              
              $
              13,084
              
              $
              -Selling,
                  general and administrative expenses
              
              
              192,383
              
              
              135,792Interest
                  expense
              
              
              79,463
              
              
              152,366(271,846
              )
              
              (288,158
              )Loss
                  from continuing operations
              
              
              (258,762
              )
              
              (288,158
              )Discontinued
                  operationsLoss
                  from discontinuedoperations
              
              
              (383,781
              )
              
              (776,153
              )Gain
                  on disposal of assets
              
              
              527,371
              
              
              -Gain
                  (loss) from discontinued operations
              
              
              143,590
              
              
              (776,153
              )Net
                  loss
              
              
              ($
                  115,172
              )
              
              ($
                  1,064,311
              )Earnings
                  per common share:Basic
                  and diluted:Loss
                  from continuing operations
              
              $
              (0.39
              )
              $
              (0.58
              )Gain
                  (loss) from discontinued operations
              
              $
              0.22
              
              $
              (1.56
              )Net
                  loss per common share
              
              $
              (
                  0.17
              )
              $
              (
                  2.14
              )Weighted
                  average number of common shares outstanding basic and
                  diluted
              
              
              666,369
              
              
              496,983




See
      notes
      to financial statements.


14


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
      OF CHANGES IN STOCKHOLDERS’ DEFICIENCY


YEARS
      ENDED DECEMBER 31, 2006 AND 2005




Common
                  StockNumber
              
              
              
              Additional
              
              
              
              Totalof
              
              
              
              Paid-in
              
              Accumulated
              
              Stockholders’Shares
              
              Amount
              
              Capital
              
              Deficit
              
              DeficiencyBalance
                  at January 1, 2005
              
              
              339,813
              
              $
              8,495
              
              $
              11,537,145
              
              
              ($11,943,294
              )
              
              ($
                  397,654
              )Stock
                  issued for salary
              
              
              74,000
              
              
              1,850
              
              
              146,150
              
              
              -
              
              
              148,000Stock
                  issued for professional services
              
              
              12,517
              
              
              313
              
              
              25,937
              
              
              -
              
              
              26,250Stock
                  issued for website development
              
              
              100,000
              
              
              2,500
              
              
              338,550
              
              
              -
              
              
              341,050Stock
                  issued for repayment of debt
              
              
              9,017
              
              
              225
              
              
              17,809
              
              
              -
              
              
              18,034Stock
                  issued for Directors’ fees
              
              
              5,666
              
              
              142
              
              
              12,858
              
              
              -
              
              
              13,000Net
                  loss for the year ended December 31, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,064,311
              )
              
              (1,064,311
              )Balance
                  at December 31, 2005
              
              
              541,013
              
              
              13,525
              
              
              12,078,449
              
              
              (13,007,605
              )
              
              (915,631
              )Stock
                  issued for salary
              
              
              40,400
              
              
              1,010
              
              
              49,490
              
              
              -
              
              
              50,500Stock
                  issued for professional services
              
              
              30,000
              
              
              750
              
              
              36,750
              
              
              -
              
              
              37,500Stock
                  issued for repayment of debt
              
              
              9,032
              
              
              225
              
              
              11,046
              
              
              
              
              
              11,271Stock
                  issued for directors’ fees
              
              
              64,000
              
              
              1,600
              
              
              78,400
              
              
              
              
              
              80,000Net
                  loss for the year ended December 31, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              (115,172
              )
              
              (115,172
              )Balance
                  at December 31, 2006
              
              
              684,445
              
              $
              17,110
              
              $
              12,254,135
              
              
              ($13,122,777
              )
              
              ($
                  851,532
              )





See
      notes
      to financial statements.


15


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
      OF CASH FLOWS


Years
                  Ended December 31,2006
              
              2005Operating
                  activities:Loss
                  from continuing operations
              
              
              ($258,762
              )
              
              ($288,158
              )Adjustments
                  to reconcile loss from continuing operations tonet
                  cash used in continuing operating activities:Depreciation
                  and amortization
              
              
              6,000
              
              
              6,000Changes
                  in operating assets and liabilities:Fees
                  Receivable
              
              
              (13,084
              )
              
              -Prepaid
                  expenses
              
              
              20,671
              
              
              4,025Accounts
                  payable
              
              
              9,000
              
              
              -Accrued
                  expenses
              
              
              85,463
              
              
              -Net
                  cash used in operating activities
              
              
              (150,712
              )
              
              (
                  278,133
              )Gain
                  (loss) from discontinued operations
              
              
              (383,781
              )
              
              (
                  776,153
              )Adjustments
                  to reconcile loss from discontinued operations to net cashProvided
                  by (used in) discontinued operating activities:Gain
                  on disposal of assets
              
              
              527,371
              
              
              -Depreciation
                  and amortization
              
              
              31,654
              
              
              107,346Common
                  stock issued for services
              
              
              168,000
              
              
              187,250Impairment
                  loss
              
              
              -
              
              
              201,887Decrease
                  in net assets from discontinued operations
              
              
              422,573
              
              
              99,463(Decrease)
                  Increase in net liabilities from discontinued operations
              
              
              (
                  646,185
              )
              
              172,803Net
                  cash provided by (used in) discontinued operations
              
              
              119,632
              
              
              (
                  7,404
              )Investing
                  activities:Purchase
                  of property and equipment
              
              
              -
              
              
              (
                  30,163
              )Sale
                  of property & equipment
              
              
              249,198
              
              
              -Net
                  cash provided by (used in) investing activities
              
              
              249,198
              
              
              (30,163
              )Financing
                  activities:Proceeds
                  from notes payable
              
              
              15,000
              
              
              -Proceeds
                  from capital lease
              
              
              -
              
              
              12,503Proceeds
                  from officers’ loans
              
              
              16,278
              
              
              286,250Payment
                  of capital lease
              
              
              -
              
              
              (10,834
              )Principal
                  payment of notes payable
              
              
              (208,241
              )
              
              -Principal
                  payment of officers’ loans
              
              
              (48,599
              )
              
              -Net
                  cash (used in) provided by financing activities
              
              
              (225,562
              )
              
              287,919Net
                  decrease in cash and cash equivalents
              
              
              (
                  7,444
              )
              
              (
                  27,781
              )Cash
                  and cash equivalents, beginning of year
              
              
              7,444
              
              
              35,225Cash
                  and cash equivalents, end of year
              
              $
              -
              
              $
              7,444Cash
                  paid during the year for:Interest:
              
              $
              -
              
              $
              $
                  72,814Non-cash
                  transactions affecting investing and financing transactions:Issuance
                  of restricted common shares for debt
              
              **$**
              -
              
              $
              168,034


See
      notes
      to financial statements.


16


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2006 AND 2005





1.  Description
      of business and going concern:




The
      Company was a manufacturer of baking and confectionery products, which were
      sold
      to supermarkets, food distributors, educational institutions, restaurants,
      mail
      order and to the public. Although the Company sold its products throughout
      the
      United States, its main customer base was on the East Coast of the United
      States. The Company has now become a holder and licensor of intellectual
      property.





During
      the years ended December 31, 2006 and 2005, the Company incurred losses from
      continuing operations in the amount of $258,762 and $288,158, respectively,
      and
      as of December 31, 2006 had a net working capital deficiency of $912,657.




2.  Summary
      of significant accounting policies:




Cash
      and
      cash equivalents:


For
      the
      purpose of the statement of cash flows, the Company considers all short-term
      debt securities purchased with a maturity of three months or less to be cash
      equivalents.





Accounts
      receivable and allowances:


Accounts
      receivable are reported at net realizable value.





Use
      of
      estimates:


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.





Net
      (Loss) Income per Share:


The
      Company computes net (loss) income per share in accordance with SFAS No. 128
      Earnings Per Share. Basic net (loss) income per share is based on the weighted
      average common shares outstanding during the same period.   Diluted net
      (loss) income adjusts the weighted average for potential dilution that could
      occur if securities or other contracts to issue common stock were exercised
      or
      converted into common stock or resulted in the issuance of common stock, which
      would then share in the earnings of the Company. At December 31, 2006 the
      Company had no such securities outstanding.





Revenue
      Recognition:


Income
      from licensing fees are recognized from the sale by our licensee of goods
      bearing the Brooklyn Cheesecake & Desserts Company, Inc. trademark. 
The Company follows the guidance of the Securities and Exchange Commission’s
      Staff Accounting Bulletin No. 104 for revenue recognition.  In general, the
      Company records 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.





Income
      Taxes:


The
      Company accounts for income taxes in accordance with Financial Accounting
      Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”)
      No. 109, “Accounting for Income Taxes.”  The Company recognizes deferred
      tax assets and liabilities based on the differences between the book bases
      and
      the tax bases of the assets and liabilities, using the effective tax rates
      in
      the years in which the differences are expected to reverse. A valuation
      allowance is recorded when it is probable that some or all of a deferred tax
      asset will not be realized.





17


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2006 AND 2005








2.  Summary
      of significant accounting policies (continued):





Impairment
      of Long-Lived Assets:


The
      Company reviews long-lived assets for impairment whenever circumstances and
      situations change such that there is an indication that the carrying amounts
      may
      not be recovered. The recoverability of assets held and used in operations
      is
      measured by a comparison of the carrying amount of the assets to the future
      net
      cash flows expected to be generated by the assets. If such assets are considered
      to be impaired, the impairment to be recognized is measured by the amount by
      which the carrying amount of the assets exceeds the fair value of the
      assets.





Stock
      Based Compensation :





Effective
      January 1, 2006, the Company 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,
      the
      Company is 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.





Fair
      Value of Financial Instruments:


The
      Company’s financial instruments consist of , accounts receivable, accounts
      payable, accrued expenses, notes payable and long-term debt.  The carrying
      amounts of the financial instruments reported in


the
      balance sheet approximate fair value based on the short-term maturities of
      these
      instruments.





Reclassifications:


Certain
      reclassifications have been made to the prior year's consolidated financial
      statements to


conform
      to current year's presentation. Such reclassifications had no effect on the
      reported net loss or net stockholders deficit.





Recent
      accounting pronouncements:





In
      February 2006, the Financial Accounting Standards Board issued Statement No.
      155
      (“SFAS No 155”), “Accounting for Certain Hybrid Instruments: An Amendment of
      FASB Statements No. 133 and 140”. Management does not believe that this
      statement will have a significant impact as the Company does not use such
      instruments.





In
      May
      2006, the SEC announced that the compliance date for non-accelerated filers
      pursuant to Section 404 of the Sarbanes-Oxley Act had been extended. Under
      the
      latest extension, a company that is not required to file its annual and
      quarterly reports on an accelerated basis must begin to comply with the internal
      control over financial reporting requirements for its first fiscal year ending
      on or after July 15, 2008, which, for us, is effective for fiscal 2008 beginning
      January 1, 2008. This is a one-year extension from the previously established
      July 15, 2007 compliance date established in September 2005. The SEC similarly
      extended the compliance date for these companies relating to requirements
      regarding evaluation of internal control over financial reporting and management
      certification requirements. We are currently evaluating the impact of Section
      404 of the Sarbanes-Oxley Act on our results of operations, cash flows or
      financial condition.


18


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2006 AND 2005





Recent
      accounting pronouncements (continued):





In
      July
      2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
      interpretation of FASB Statement No. 109” (FIN 48”), which provides criteria for
      the recognition, measurement, presentation and disclosure of uncertain tax
      positions. A tax benefit from an uncertain position may be recognized only
      if it
      is “more likely than not” that the position is sustainable based on its
      technical merits. The provisions of FIN 48 are effective for fiscal years
      beginning after December 15, 2006. The Company does not expect FIN 48 will
      have
      a material effect on its financial condition or results of
      operations.




In
      September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) 108 which
      provides interpretive guidance on how the effects of the carryover or reversal
      of prior year misstatements should be considered in quantifying a current year
      misstatement. SAB 108 is effective for the first interim period following the
      first fiscal year ending after November 15, 2006, which, for us, is effective
      for fiscal 2007 beginning January 1, 2007. We believe that the adoption of
      SAB
      108 will not have a material impact on the Company’s results of operations, cash
      flows or financial condition.





The
      Company does not believe that any other recently issued, but not yet effective
      accounting standards will have a material effect on the Company’s consolidated
      financial position, results of operations or cash flows.





3.  Concentration
      of credit risk and major customers:





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 December 31, 2006, the Company had no uninsured cash
      balances.





4.
      Tradename and licensing agreements:





On
      March
      7, 2002, the Company purchased the rights to the tradenames Brooklyn Cheesecake
      Company, Inc. and Brooklyn Cheesecake & 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 $6,000 and $6,000, respectively, for the years ended December 31,
      2006 and 2005.




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 and Desserts Company, Inc. trademarks.





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





Years
      Ended December 31,


2007
            
            $
            6,0002008
            
            
            6,0002009
            
            
            6,0002010
              2011
              Thereafter
            
            
            6,000
              6,000
              31,125$
            61,125





19


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2006 AND 2005








5.  Notes
      payable:




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 9). Mr. Schutté also advanced $15,000 to cover additional expenses during
      that period.





6.  Common
      stock:





The
      following common stock issuances were made during the year ended December 31,
      2006:





·  The
      Company issued 28,000 shares of common stock for services. The shares were
      issued to officers of the Company, valued at $35,000, or $1.25 per share, on
      February 17, 2006, the closing trading price on the date of
      issuance.





·  The
      Company issued 9,032 shares of common stock for merchandise purchased. These
      shares were issued to a vendor, valued at $11,271, or $1.25 per share, on
      February 17, 2006 the closing trading price on the date of
      issuance.





·  In
      payment of fees to Company Board members and Corporate secretary, the Company
      issued 64,000 shares of common stock. The shares were issued to the directors
      and corporate secretary, valued at $80,000, or 1.25 per share, on February
      17,
      2006 the closing trading price on the date of issuance.





·  In
      payment of fees to consultants, the Company issued 30,000 shares of common
      stock. The shares were issued to the consultants, valued at $37,500, or $1.25
      per share, on February 17, 2006 the closing trading price on the date of
      issuance.





·  In
      payment of salaries to employees, the Company issued 12,400 shares of common
      stock. The shares were issued to the employees, valued at $15,500, or $1.25
      per
      share, on February 17, 2006 the closing trading price on the date of
      issuance.





The
      following common stock issuances were made in the year ended December 31,
      2005:





·  On
      January 13, 2005 the Company issued 74,000 shares of common stock for services
      valued at $148,000. All the shares were issued to officers of the Company,
      valued at $148,000, or $2.00 per share on January 13, 2005, the closing trading
      price on the date of issuance.





·  On
      March
      2, 2005 the Company issued 9,017 shares of common stock in settlement of an
      account payable of $18,034. These shares are valued at approximately $2.00
      per
      share the closing trading price on the date of issuance.





·  On
      January 13, 2005, in payment of fees to Company Board members and Corporate
      Secretary, the Company issued 4,500 shares of common stock, valued at $9,000.
      These shares are valued at $2.00 per share the closing trading price on the
      date
      of issuance.





20


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2006 AND 2005








6.  Common
      stock (continued):





·  On
      March
      2, 2005 the Company issued 42,000 shares of common stock for the initial payment
      of the website development costs totaling $152,250. These shares are valued
      at
      $3.63 per share the closing trading price on the date of issuance.





·
            On
                April 27, 2005 the Company issued an additional 42,000 shares of
                common
                stock as consideration of the website development costs totaling
                $151,200.
                These shares are valued at $3.60 per share the closing trading price
                on
                the date of issuance.





·  On
      August
      29 th and
      September 29 th ,
      2005
      the Company issued a total of 2,637 shares of common stock for services rendered
      valued at $8,750, pursuant to a monthly service retainer agreement. These shares
      were issued at various times during the quarter and have per share values
      ranging from approximately $2.63 to $4.38 per share depending on the closing
      trading price on the date of issuance.





·  On
      August
      29, 2005, in payment of fees to Company Board members and the Corporate
      Secretary, the Company issued 3,048 shares of common stock, valued at $8,000.
      These shares are valued at $2.63 per share the closing trading price on the
      date
      of issuance.





·  On
      September 29, 2005 the Company issued the final 16,000 shares of common stock
      as
      consideration of the website development costs totaling $37,600. These shares
      are valued at $2.35 per share the closing trading price on the date of
      issuance.





·  On
      August
      29, 2005 the Company issued 6,000 shares of common stock for services rendered
      valued at $9,000.





·  On
      September 21, 2005 the Company issued 2,000 shares of common stock for services
      rendered valued at $4,500.





The
      issuance of the common stock was exempt from registration pursuant to Section
      4
      (2) of The Securities Act of 1933, as amended.





In
      February 2005, the Company amended their Certificate of Incorporation and
      increased the number of authorized common shares to 30,000,000 from a previous
      10,000,000 shares.





7  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.





The
      Company had a net loss of $115,172 during the year ended December 31, 2006
      and
      had no Federal or State income tax obligations. The Company had no significant
      deferred tax effects resulting from the temporary differences that give rise
      to
      deferred tax assets and deferred tax liabilities for the year ended December
      31,
      2006 other than net operating losses.





21


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2006 AND 2005








7  Income
      taxes (continued):





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 carryforward of approximately $11,000,000.
      The
      Company has made no provision for a deferred tax asset nor for increase in
      such
      due to 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 that not to be realized.




The
      Company's loss carryforward of approximately $11,000,000 may be offset against
      future taxable income. The carryforward losses expire at the end of the years
      2007 through 2026




The
      utilization of the above loss carryforwards, for federal income tax purposes,
      may be subject to limitation resulting from changes in ownership.





8.  Common
      stock options:





The
      Board
      of Directors has full authority and discretion to determine the eligible
      participants to be granted stock options, the exercise option price, the date
      of
      issuance and the date of expiration. The total number of shares set aside was
      143,432. At the grant date, the option exercise price for all options granted
      was equal to the fair market value of the Company’s stock. The options expire
      five years from the grant date. There were 0 and 143,432 options granted during
      the calendar years 2006 and 2005.





Information
      relating to stock option and warrant activity for 2006 is as
      follows:





Shares
              Underlying
              Options
            
            Weighted
              Average
              Exercise
              PriceOutstanding
                at December 31, 2004
            
            
            13,000
            
            $
            2.50Granted
            
            
            143,432
            
            $
            2.22Cancelled
            
            
            (13,000
            )
            $
            2.50Outstanding
                at December 31, 2005
            
            
            143,432
            
            $
            2.22Exchange
            
            
            (143,432
            )
            $
            2.22Outstanding
                at December 31, 2006
            
            
            -
            
            
            -Options
                exercisable at December 31, 2005
            
            
            143,432
            
            $
            2.22Options
                exercisable at December 31, 2006
            
            
            -
            
            
            -







22


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2006 AND 2005











9.  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 $1,145,315 of the $1,945,315 liabilities of the company which
      included some of the debt due to Mr. Schutté. The balance of the Company’s
      $800,000 obligation to Mr. Schutté will be extinguished 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. Licensing fees were $13,084 for 2006.





10.  Discontinued
      Operations:





The
      Company’s Exchange Agreement has been accounted for under the requirements of
      paragraph 30 of Statements of Financial Accounting Standards 144 “Accounting for
      the Impairment or Disposal of Long-Lived Assets.”










23








**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.**





None.





**ITEM
      8A. CONTROLS AND PROCEDURES**





EVALUATION
      OF DISCLOSURE CONTROLS AND PROCEDURES.





As
      of December 31, 2006, 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. There were no significant changes in our disclosure controls and
      procedures that have materially affected or are reasonably likely to materially
      affect our internal controls over financial reporting during the quarter ended
      December 31, 2006.





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





There
      have not been any changes in the issuer’s internal control over financial
      reporting identified in connection with the evaluation required by paragraph
      (d)
      of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the
      issuer’s last fiscal year 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.





CONCLUSIONS.





Based
      on
      this evaluation, the CEO/CFO concluded that the issuer’s disclosure, controls
      and procedures are effective to ensure that information required to be disclosed
      in reports that it files or submits under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in the
      Securities Exchange Commission rules and forms.


24


**ITEM
      8B. OTHER INFORMATION**


None.





**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
      WITH
      SECTION 16(a) OF THE EXCHANGE ACT**





Information
      Concerning the Board of Directors and Executive Officers





The
      following table sets forth certain information concerning the Board of
      Directors, persons nominated to be elected as directors and executive officers
      of the Company:





Name
                of Director or
              Executive
                Officer,
              Age
                and Position
              Held
                with Company
            Principal
                Occupation
              For
                Previous Five Years
            Date
                of Initial Electionas DirectorAnthony
                J. Merante, 45
              Chairman,
                President, Chief Financial Officer, Chief Executive Officer,
                and
              Corporate
                Secretary
            Certified
                Public Accountant
              Chief
                Financial Officer
            January
                2003Carmelo
                Foti, 53
              Director
            VP
                & Manager Credit & Marketing National Bank Of Egypt, NY
                Branch
            January
                2003Liborio
                Borsellino, 50
              Director
            Partner,
                RBC and Associates
            August
                2004David
                Rabe, 45
              Director
            President,
                Interpro Systems, Inc.
            August
                2004Donald
                O’Toole, 54
              Director
            Senior
                Vice-president, Petry TV, Inc.
            August
                2005




All
      directors hold office until the next annual meeting of shareholders and until
      their successors are elected and qualified.





Officers
      are appointed by the Board of Directors and serve at the discretion of the
      Board.





Section
      16(a) Beneficial Ownership Reporting Compliance




Section
        16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and
        directors, and persons who own more than ten percent (10%) of a registered
        class
        of the Company’s equity securities to file reports of ownership and changes in
        ownership with the Securities and Exchange Commission (“SEC”). Officers,
        directors and greater than ten percent (10%) stockholders are required by
        SEC
        regulations to furnish the Company with copies of all Section 16(a) forms
        they
        file.
  To
        the
        best of the Company’s knowledge, based solely on review of the copies of such
        forms furnished to the Company, or written representations that no other
        forms
        were required, the Company believes that none of Messrs. Merante, Schutté, Foti,
        Borsellino, Rabe or O’Toole filed a Form 4 reporting the cancellation of their
        outstanding stock option grants and the common stock awards that they
        received on February 17, 2006.


25


Audit
      Committee





We
      have
      not designated an audit committee of the board of directors since there are
      no
      complicated accounting or auditing issues.





Code
      of
      Ethics





We
      have
      not adopted a code of ethics that applies to our principal executive officer,
      principal financial officer, principal accounting officer, controller or persons
      performing similar functions. As Anthony J. Merante is our President, Chief
      Executive Officer and Chief Financial Officer, we did not believe that a formal
      written Code of Ethics was necessary to regulate his conduct.





**ITEM
      10. EXECUTIVE COMPENSATION**




**Executive
          Compensation**
  The
          following Summary Compensation Table sets forth all compensation earned,
          in all
          capacities, during the fiscal year ended December 31, 2006 by each of the
          executive officers (the “Named Executive Officers”).
 
 **SUMMARY
          COMPENSATION TABLE**
  
 Name
                    and Principal Position
                
                Year
                
                Salary
                    ($)
                
                Option
                  Awards
                    ($)
                
                Other
                    Compensation
                
                TotalAnthony
                    J. Merante
                
                
                2006
                
                $
                10,000(1)
                
                $
                0
                
                $
                11,250(2)
                
                $
                21,250President,
                    Chief Executive Officer and Chief Financial OfficerRon
                    Schutté
                
                
                2006
                
                $
                25,000(3)
                
                $
                0
                
                $
                11,250(4)
                
                $
                36,250Chief
                    Executive Officer
 (1)
          In
          2006, Mr. Merante received 8,000 shares of common stock in payment for
          his
          service as our only executive officer. These shares were valued at $1.25
          per
          share, which was the last quotation price of our common stock on the Over
          The
          Counter Bulletin Board on February 17, 2006.
 
 (2)
          On
          February 17, 2006, 9,000 options held by Mr. Merante were cancelled. On
          December
          31, 2006, Mr. Merante did not have any equity awards outstanding. On February
          17, 2006, we also granted 9,000 shares of our common stock to Mr. Merante
          as
          compensation for his service as a director. This stock issuance resulted
          in
          noncash compensation expense to Mr. Merante of $11,250.
 
 (3)
          Mr.
          Schutté served as chairman of our board of directors and as our chief executive
          officer until March 28, 2006. In 2006, Mr. Schutté received 20,000 shares of
          common stock in payment for his service as our executive officer. These
          shares
          were valued at $1.25 per share, which was the last quotation price of our
          common
          stock on the Over The Counter Bulletin Board on February 17, 2006.
 
 (4)
          On
          February 17, 2006, 9,000 options held by Mr. Schutté were cancelled. On December
          31, 2006, Mr. Schutté did not have any equity awards outstanding. On February
          17, 2006, we also granted 9,000 shares of our common stock to Mr. Schutté for
          compensation for his service as a director. This stock issuance resulted
          in
          noncash compensation expense to Mr. Schutté of $11,250.
  26
  **Option
        Grants in Fiscal 2006**
 We
          did
          not grant any options to any of our Named Executive Officers during the
          year
          ended December 31, 2006.
 
 **Option
          Exercises in Last Fiscal Year and Fiscal Year End Option
          Values**
  The
          following table sets forth certain information with respect to aggregate
          option
          exercises by the Named Executive Officers in the fiscal year ended December
          31,
          2006 and with respect to the unexercised options held by the Named Executive
          Officers as of December 31, 2006.
 
 **Number
                    of Securities**
                  **Underlying
                    Unexercised**
                  **Options
                    at Fiscal Year End (#)**
                
                
                **Value
                    of Unexercised**
                  **In-The-Money
                    Options**
                  **at
                    Fiscal Year End ($) (1)****Name**
                
                **SharesAcquired
                    onExercise (#)**
                
                **ValueRealized
                    ($)**
                
                **Exercisable**
                
                **Unexercisable**
                
                **Exercisable**
                
                **Unexercisable**Anthony
                    Merante
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0Ronald
                    Schutté
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
  **Compensation
          of Directors**
  Our
          directors receive a fee of $1,000 for attending each meeting of the Board
          of
          Directors or a committee thereof. In addition, all directors are reimbursed
          for
          their reasonable out-of-pocket expenses incurred in connection with attending
          such meetings. There was one meeting of the board of directors in 2006
          for which
          the fee was waived.
 
 Name
                
                Fees
                    Earned
                  Or
                    Paid in Cash
                
                Stock
                    Awards
                
                TotalAnthony
                    J. Merante
                
                $
                0.00
                
                $
                11,250(1
                )
                $
                11,250Carmelo
                    Foti
                
                $
                0.00
                
                $
                11,250(1
                )
                $
                11,250Liberio
                    Borsellino
                
                $
                0.00
                
                $
                11,250(1
                )
                $
                11,250David
                    Rabe
                
                $
                0.00
                
                $
                11,250(1
                )
                $
                11,250Donald
                    O’ Toole
                
                $
                0.00
                
                $
                11,250(1
                )
                $
                11,250
 
 (1)
          On
          February 17, 2006, 9,000 options held by each director were cancelled.
          On
          December 31, 2006, each director had zero option awards outstanding. On
          February
          17, 2006, we granted each of our directors 9,000 shares of our common stock.
          These stock grants resulted in noncash compensation expenses of $11,250
          to each
          of our directors, which was calculated using a value of $1.25 per share,
          which
          was the last quotation price of our common stock on the Over The Counter
          Bulletin Board on February 17, 2006. On December 31, 2006, each of our
          directors
          held the following number of shares of our common stock that were received
          as
          stock awards during their respective tenures as directors:
 
 Name
                
                Number
                    of SharesAnthony
                    J. Merante
                
                12,739Carmelo
                    Foti
                
                12,739Liberio
                    Borsellino
                
                11,024David
                    Rabe
                
                11,024Donald
                    O’Toole
                
                9,381
  **Employment
          Contracts, Termination of Employment and Change in Control
          Arrangements**
  We
          do not
          have any employment contracts or change in control arrangements with our
          named
          executive officer.
  27
 
 **ITEM
          11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND**


**RELATED
      STOCKHOLDER MATTERS**





Securities
      Authorized for Issuance Under Equity Compensation Plans




The
      2004 Stock Incentive Plan authorizes the issuance of up to 3,000,000 shares
      of
      common stock none of which are presently issued and outstanding. The 2004 Stock
      incentive Plan was approved by our shareholders.




Owners
      of our Common Stock


The
      following table sets forth, as of March 31, 2007, certain information with
      respect to beneficial ownership of our common stock as of March 31, 2007
      by:


·
            each
                person known to us to be the beneficial owner of more than 5% of
                our
                common stock;




·
            each
                of our directors;




·
            each
                of our executive officers; and




·
            all
                of our executive officers and directors as a group.


Name
                  and Address
              
              Title
              
              Amount
                  and Nature ofBeneficial
                  Ownership
              
              Percent
                  of Class(1)Anthony
                  J. Merante
                c/o
                  20 Passaic Ave
                Fairfield,
                  NJ 07004
              
              Executive
                  Officer, Director and Beneficial Owner
              
              59,854
                  (2)
              
              8.7%Liberio
                  Borsellino
                c/o
                  20 Passaic Ave
                Fairfield,
                  NJ 07004
              
              Director
              
              11,024
              
              1.6%Carmelo
                  L. Foti
                c/o
                  20 Passaic Ave
                Fairfield,
                  NJ 07004
              
              Director
              
              12,739
              
              1.9%David
                  Rabe
                c/o
                  20 Passaic Ave
                Fairfield,
                  NJ 07004
              
              Director
              
              11,024
              
              1.6%Donald
                  O’Toole
                c/o
                  20 Passaic Ave
                Fairfield,
                  NJ 07004
              
              Director
              
              9,381
              
              1.4%Ronald
                  L. Schutté
                c/o
                  20 Passaic Ave
                Fairfield,
                  NJ 07004
              
              Beneficial
                  Owner
              
              125,369
                  (3)
              
              18.3%Wachovia
                  Corporation
                c/o
                  20 Passaic Ave
                Fairfield,
                  NJ 07004
              
              Beneficial
                  Owner
              
              34,680
              
              5.1%Directors
                  and Named Executive Officers as a Group (5 persons)
              
              
              
              104,022
              
              15.2%
  (1)
              Beneficial
                  ownership has been determined in accordance with Rule 13d-3 under
                  the
                  Securities Exchange Act of 1934. Unless otherwise noted, we believe
                  that
                  all persons named in the table have sole voting and investment
                  power with
                  respect to all shares of common stock beneficially owned by
                  them.
  (2)
              Does
                  not include 56,000 shares owned by two individuals Charles Brofman
                  and
                  James Bruchetta over which Mr. Merante holds voting rights pursuant
                  to a
                  website development agreement by and between us and the two individuals
                  dated March 1, 2005.
  (3)
              Includes
                  2,400 shares which Mr. Schutté owns jointly with his
                  wife.


28




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





*Exchange
      of Assets*





On
      March
      28, 2006, the Company entered into an exchange agreement with Ronald L. Schutté
its former Chairman and CEO whereby the Company exchanged certain assets in
      exchange for a majority of liabilities of the company and a portion of the
      secured debt due to Mr. Schutté. The balance of the Company’s obligation to Mr.
      Schutté will be extinguished upon the Company raising additional capital. 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.








**ITEM
      13. EXHIBITS**





(a)  The
      following Exhibits are filed as part of this report.




Exhibit
                Number
            Description





2.1
            Purchase
                and Sale Agreement, dated June 2, 1995, by and among the Company,
                Greenberg Dessert Associates Limited Partnership, SMG Baking Enterprises,
                Inc. and its limited partners. Incorporated by reference to the Company's
                Registration Statement on Form SB-2 Registration Number
                33-96094.





2.2
            Stock
                Purchase Agreement, dated as of January 17, 1997, by and between
                the
                Company and Philip Grabow, without exhibits. Incorporated by reference
                to
                Schedule 13-D filed by Philip Grabow on SEC File Number
                005-48185.





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
            Form
                of Representatives Warrant. Incorporated by reference to the Company's
                Registration Statement on Form SB-2 Registration Number
                33-96094.





10.1
            Modification
                agreement between the Company and Ronald L. Schutté dated April 30, 2005.
                Incorporated by reference to the Company’s Current Report on Form 8-K
                dated May 5, 2005.





10.2
            Modification
                agreement between the Company and Ronald L. Schutté dated May 20, 2005.
                Incorporated by reference to the Company’s Current Report on Form 8-K
                dated May 26, 2005.


29





10.3
            Modification
                agreement between the Company and Ronald L. Schutté dated June 17, 2005.
                Incorporated by reference to the Company’s Current Report on Form 8-K
                dated June 23, 2005.





10.4
            Modification
                agreement between the Company and Ronald L. Schutté dated July 31, 2005.
                Incorporated by reference to the Company’s Current Report on Form 8-K
                dated August 4, 2005.  10.5
            Factoring
                Agreement between the Company and Rockland Credit Finance LLC, dated
                August 26, 2005. Incorporated by reference to the Company’s Current Report
                on Form 8-K dated September 1,
                2005.




10.6
            Financing
                Agreement between the Company and Rockland Credit Finance LLC, dated
                August 26, 2005. Incorporated by reference to the Company’s Current Report
                on Form 8-K dated September 1,
                2005.





10.7
            Modification
                agreement between the Company and Ronald L. Schutté dated November 30,
                2005. Incorporated by reference to the Company’s Current Report on Form
                8-K dated December 7, 2005.





10.8
            Note
                dated January, 31 2006 between the Company and Ronald L. Schutté.
                Incorporated by reference to the Company’s Current Report on Form 8-K
                dated February 3, 2006.





10.9
            Note
                dated January, 31 2006 between the Company and Anthony J. Merante.
                Incorporated by reference to the Company’s Current Report on Form 8-K
                dated February 3, 2006.





10.10
            Amendment
                to Articles of Incorporation to implement the reverse stock split
                of the
                outstanding shares of the Company’s common stock at a ratio of 1:25.
                Incorporated by reference to the Company’s Current Report on Form 8-K
                dated March 22, 2006.  10.11
            Departure
                of Director and principal officer Ronald L. Schutté; election of director
                and appointment of principal officer Anthony J. Merante. Incorporated
                by
                reference to the Company’s Current Report on Form 8-K dated March 29,
                2006.




10.12
            Asset
                Exchange Agreement, tenant’s lease assignment, and exclusive licensing
                agreement with the Company’s former Chairman, Chief Executive Officer, and
                President Ronald L. Schutté. Incorporated by reference to the Company’s
                Current Report on Form 8-K dated March 31,
                2006.





*21.1
            Subsidiaries
                of Brooklyn Cheesecake & Desserts Company,
                Inc.





*31.1
            Certification
                dated April 16, 2007 pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)
                of the Principal Executive Officer and Principal Financial Officer
                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 April 16, 2007 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.


_____________________





* Filed
      Herewith.





(b) We
      did
      not file any current Reports on Form 8-K during the fourth quarter of
      2006.


30


**ITEM
      14. PRINCIPAL ACCOUNTANT’S FEES AND SERVICES**





The
      following table shows the fees that we paid or accrued for the audit and other
      services provided by Sherb and Co., LLP our present Accountants during 2006
      and
      2005.


Fiscal
                  2006
              
              Fiscal
                  2005Audit
                  Fees
              
              $
              15,000
              
              $
              34,000Audit-Related
                  Fees
              
              
              0
              
              
              0Tax
                  Fees
              
              
              0
              
              
              0All
                  Other Fees
              
              
              0
              
              
              0Total
              
              $
              15,000
              
              $
              34,919


Audit
      Fees — This category includes the audit of our annual financial statements,
      review of financial statements included in our Form 10-QSB Quarterly Reports
      and
      services that are normally provided by the independent auditors in connection
      with engagements for those fiscal years. This category also includes advice
      on
      audit and accounting matters that arose during, or as a result of, the audit
      or
      the review of interim financial statements.





Audit-Related
      Fees — This category consists of assurance and related services by the
      independent auditors that are reasonably related to the performance of the
      audit
      or review of our financial statements and are not reported above under “Audit
      Fees.” The services for the fees disclosed under this category include
      consultation regarding our correspondence with the SEC and other accounting
      consulting.





Tax
      Fees
— This category consists of professional services rendered by our independent
      auditors for tax compliance and tax advice. The services for the fees disclosed
      under this category include tax return preparation and technical tax advice.





All
      Other
      Fees — This category consists of fees for other miscellaneous
      items.





Our
      Board
      of Directors has adopted a procedure for pre-approval of all fees charged by
      our
      independent auditors. Under the procedure, the Board approves the engagement
      letter with respect to audit, tax and review services. Other fees are subject
      to
      pre-approval by the Board, or, in the period between meetings, by a designated
      member of Board. Any such approval by the designated member is disclosed to
      the
      entire Board at the next meeting. The audit and tax fees paid to the auditors
      with respect to fiscal year 2006 were pre-approved by the entire Board of
      Directors.


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SIGNATURES





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, the
      registrant duly caused this Annual Report on Form 10- KSB to be signed on its
      behalf by the undersigned, thereunto duly authorized on January 11,
      2008.





BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.





By: /s/Anthony
      J. Merante


Chairman,
      President, Chief Financial Officer and Chief Executive Officer





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities indicated
      on
      January 11, 2008.





Signatures
            
            Title





/s/
                Anthony J. Merante
            
            President,
                Chief Executive Officer and Chief
              Financial
                OfficerAnthony
                J. Merante/s/
                Carmelo Foti
            
            DirectorCarmelo
                Foti/s/Liborio
                Borsellino
            
            DirectorLiborio
                Borsellino/s/David
                Rabe
            
            DirectorDavid
                Rabe/s/Donald
                O’Toole
            
            DirectorDonald
                O’Toole


32