U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                  Annual Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934.

                  For the fiscal year ended: December 31, 2004

                         Commission File Number: 0-13984

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                       (Formerly Creative Bakeries, Inc.)
                 (Name of Small Business Issuer in Its Charter)

             New York                                    13-3832215
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

    20 Passaic Avenue, Fairfield, NJ                        07004
    --------------------------------                        -----
(Address of Principal Executive Offices)                  (Zip Code)

      Issuer's telephone number:                         (973) 808-8248


         Securities registered under Section 12(b) of the Exchange Act:

                                                       Name of Each Exchange
      Title of Each Class                              on Which Registered
      -------------------                              -------------------
Common Stock, $.001 per share                                  OTCBB

      Securities registered under Section 12 (g) of the Exchange Act: None

Check  whether the issuer (1) 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 No__

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 or any
amendment to this Form 10-KSB. [ ]

Issuer's revenue for its most recent fiscal year was $3,035,323.  As of December
31, 2004 there were 8,495,296  shares of Company's Common Stock, par value $.001
per share,  outstanding.  The aggregate  market value of the voting stock of the
issuer held by non-affiliates on December 31, 2004 was approximately $466,147.

      Transitional Small Business Disclosure Format (check one):Yes __No _X_


                                       1
<PAGE>

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                                   FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2004
                                TABLE OF CONTENTS

                                     PART I

                                                                            Page

      Item 1.  Description of Business                                         3

      Item 2.  Description of Property                                         5

      Item 3.  Legal Proceedings                                               5

      Item 4.  Submission of Matters to a Vote of Security Holders             5

                                                   PART II

      Item 5.  Market for Common Equity and Related Stockholder
               Matters                                                         5

      Item 6.  Management's Discussion and Analysis of Financial
               Condition and Plan of Operations                                6

      Item 7.  Financial Statements                                           13

      Item 8.  Changes In and Disagreements With Accountants on
               Accounting and Financial Disclosure                            32

      Item 8A. Controls and Procedures                                        32

           Item 8B.     Other Information                                     33

                                    PART III

      Item 9.  Directors and Executive Officers of the Registrant             33

      Item 10. Executive Compensation                                         34

      Item 11. Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters
35

      Item 12. Certain Relationships and Related Transactions                 35

      Item 13. Exhibits                                                       36

      Item 14. Principal Accountant Fees and Services                         40


      SIGNATURES                                                              41


                                       2
<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

      Brooklyn Cheesecake & Desserts Company, Inc. ("Brooklyn Cheesecake" or the
"Company"),   offers  a  high-end   gourmet  line  of  premium   quality  frozen
cheesecakes,  sugar free cheesecakes,  traditional apple cakes, and tart shells.
The  products  are  marketed  and  distributed  on  a  wholesale  basis  through
foodservice distributors, export, fund raising distributors and e-commerce.

      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's  operates  through  its wholly  owned  subsidiary  Brooklyn
Cheesecake & Desserts Company.

PRODUCTS

Baked Goods

      The Brooklyn  Cheesecake & Desserts Company Subsidiary markets a full line
of premium  quality frozen baked products such as  cheesecakes,  apple cakes and
tart  shells.  We continue to work toward  developing  new  products and seek to
cater to specific customer requests.

Kosher Foods

      Kosher foods generally are consumed by persons of the Jewish faith as well
as Muslims, Seven Day Adventists and others who perceive kosher certification as
a seal of purity. Kosher is a biblical term originally used to denote that which
is "fit" and "proper".

      Our wholly owned  subsidiary  Brooklyn  Cheesecake & Desserts  Company has
kosher  certification  and we believe that we can  capitalize  on the  projected
growth of this market. We believe that our kosher  certifications will enable us
to better penetrate  certain market areas despite the fact that our products are
currently not kosher for Passover.

CUSTOMERS

      Our operating  subsidiary sells its products through food  distributors to
hotels,   hospitals  and   institutional   feeders  such  as  corporate  caters,
restaurants,  coffee shops etc.  The products are also sold retail  through food
distributors and direct to supermarket  distribution centers as well as exported
to  Japan  and  sold  through  high-end  school  and   organization   fundraiser
distributors.

      We accounted for sales from one customer of 26% of our total sales for the
year ended  December 31, 2004. For the year ended December 31, 2003 sales to two
customers accounted for 16% and 17% of total sales.

INGREDIENTS AND PRINCIPAL SUPPLIERS

      We seek to use only the highest quality ingredients available.  We inspect
all raw ingredients before their intended use.

      The primary ingredients that we use consist of cream cheese,  flour, eggs,
sugar,  and chocolate.  All  ingredients  that we use are subject to substantial
price fluctuations. Historically we have been able to pass any significant price
increases in ingredients  through to our customers however,  no assurance can be
given  that we  will  be able to  continue  this  practice  in the  future.  Any
substantial  increase  in the prices of  ingredients  could,  if not offset by a
corresponding  increase in product prices, have a material adverse effect on our
business,  financial  condition or results of operations.  We do not believe the
loss  of any of our  suppliers  would  have a  material  adverse  effect  on our
business and believe that other suppliers could readily provide such products if
necessary.


                                       3
<PAGE>

DISTRIBUTION AND MARKETING

      Our Brooklyn Cheesecake & Desserts subsidiary bakes all of its products in
our Fairfield, New Jersey facility.  Although utilization of the facility varies
based on seasonal fluctuation, the facility operates on a five day a week basis.
We believe that the Brooklyn  Cheesecake & Desserts  Company  subsidiary has the
capacity to meet future requirements. Our Brooklyn Cheesecake & Desserts Company
subsidiary  delivers  31%  of its  products  by  common  carrier  trucks  to its
institutional/wholesale  customers.  About  69% of its  customers  pick up their
orders directly at our bakery and utilize their own distribution networks.

      Historically,  we have relied upon word-of-mouth and customer satisfaction
to market our products to new customers and to make existing  customers aware of
new products.

COMPETITION

      The  baking  industry  is  a  highly  competitive  and  highly  fragmented
industry.  We compete  with  national,  regional  and local  bakeries as well as
supermarket  chains that have in-store  bakeries.  Many of these competitors are
larger,  more  established  and have  greater  financial  and  other  resources.
Competition in both the retail and  institutional/wholesale  baking  industry is
based on product quality, brand name loyalty, price and customer service.

TRADEMARKS

      Our JMS subsidiary has a trademark and design  registered  with the United
States  Patent and  Trademark  office  for the mark The  Healthy  Bakery(R)  (US
Registration No. 1,644,559) and has a pending application for the marks Brooklyn
Cheesecake Company Inc.(Serial # 78/324,044) and Brooklyn Cheesecakes & Desserts
Company,  Inc.  (Serial #  78/324,035).  While  the  Company  believes  that the
trademarks are valid and enforceable, there can be no assurance as to the degree
of protection its registered trademarks will afford the Company.

PLAN OF OPERATION

      Future mergers and acquisitions:

      The Company  continues to seek  business in markets it does not  currently
serve and is continuing to pursue mergers and acquisition opportunities.

GOVERNMENT REGULATION

      We are subject to numerous state  regulations  relating to the preparation
and sale of food.  We are also subject to federal and state laws  governing  our
relationship  with employees,  including  minimum wage  requirements,  overtime,
working and safety  conditions,  and  citizenship  requirements.  The failure to
obtain or retain  required food licenses or to be in compliance  with applicable
governmental  regulations,  or any increase in the minimum  wage rate,  employee
benefits  costs  (including  costs  associated  with mandated  health  insurance
coverage) or other costs  associated with employees,  could adversely affect our
business, results of operations or financial condition.


EMPLOYEES

      As of  December  31,  2004,  Brooklyn  Cheesecake  & Desserts  Company had
approximately  34  employees,  of  which  20 are  full-time  production,  10 are
seasonal production, and 3 in administration and 1 in an executive position. The
Brooklyn  Cheesecake & Desserts Company Subsidiary does not have a union and the
Company believes that the relationship with its employees is good.


                                       4
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

      We currently  lease our 27,362  square foot baking  facility and corporate
headquarters  in  Fairfield,  New Jersey.  We have a lease that extends  through
August 31, 2008.  We believe that our present  facility is well  maintained,  in
good  condition  and is  suitable  for us to  continue  to operate  and meet our
production needs for the foreseeable future.

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 the fiscal year covered by this report.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      The  Company's  Common  Stock is quoted on the Over the  Counter  Bulletin
Board ("OTCBB") under the symbol "BCAK"  effective  February 23, 2005.  Prior to
that,  the  Company's  Common  Stock was  quoted on the OTCBB  under the  symbol
"CBAK".  The following  table sets forth the range of quarterly high and low bid
prices, as reported during the last two fiscal years.

Period                                           High      Low
------------------------------------------

FISCAL YEAR 2003:
First Quarter                                      .15    .04
Second Quarter                                     .12    .10
Third Quarter                                      .10    .04
Fourth Quarter                                     .12    .06

Fiscal Year 2004:
First Quarter                                    1.02     .07
Second Quarter                                     .50    .14
Third Quarter                                      .35    .12
Fourth Quarter                                     .12    .06


      The number of  shareholders  of record of the Common Stock on December 31,
2004 was 55  excluding  2,579,578  shares of Common Stock held by Cede & Co. The
Company believes that it has in excess of 200 shareholders.

      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.


                                       5
<PAGE>

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

GENERAL - Recent Developments

      Management  has  streamlined  the  company's  product line to focus on the
production of cheesecake,  tart shells and apple cakes.  The margins and markets
for the three categories preserved offer the greatest earnings potential.

      Branding   opportunities  for  cheesecake   packaged  under  the  Brooklyn
Cheesecake & Desserts Company label continue to be expanded.  A commercial grade
web site is in the process of being  developed.  The site is  anticipated  to be
launched by the end of April 2005.  Target audiences include both individual and
corporate gift givers.

      Private label  opportunities  have also been expanded for both  cheesecake
and tart shells.  Distribution  of cheesecake in Japan has been  increasing at a
steady level.

      Management  will  continue  to refine  operations  and reduce  costs.  The
Company has been approved for a grant from the State of New Jersey to obtain ISO
9000 certification.  This is a quality management program, which is certified by
third party auditing. This certification is international recognized

      As of December  31,  2004,  and to the extent the Company may have taxable
income in future  periods;  there is an available net operating loss for federal
income tax purposes of approximately $8,886,000, which can be used to reduce the
tax on income up to that amount through the year 2024.

BUSINESS STRATEGY

      The Company's business strategy is comprised of the following:

      Institutional/Wholesale:  The Company plans to increase its penetration in
the  institutional/wholesale  food market by expanding its marketing  efforts to
restaurants, hotels and corporate dining facilities and by offering its products
to  supermarkets  on a national  basis.  The  Company  plans to expand  both its
product line and geographic distribution through the following strategies:

      -     Expand geographic distribution by acquiring new food distributors in
            the state of Connecticut and in the Philadelphia  Pennsylvania areas
            as well as key distributor areas throughout the United States. To do
            this, the Company  intends to appoint food brokers in various states
            to handle sales on a commission-only basis.

      -     Develop Web Site for E-Commerce business

      -     Obtain ISO 9000 Certification

      -     Enter into co-packing arrangements whereby the Company would produce
            private label products for other bakery operations.

      Kosher  Foods.  The Company  also is seeking to benefit from the growth of
the kosher food industry.  According to prepared foods,  the food industry trade
publication,  the kosher food industry  generated  approximately  $33 billion in
sales in 1994 and has been growing at a rate of approximately 15% per annum. The
Company's Brooklyn Cheesecake & Desserts  Subsidiary has a kosher  certification
and the Company  believes that it can benefit from the projected  growth of this
market.


                                       6
<PAGE>

BUSINESS PHILOSOPHY

      High  Quality  Ingredients.  The  Company  believes  that  developing  and
maintaining  premium  quality  products  is the key to its future  success.  The
Company uses the highest quality  ingredients in its products  including,  cream
cheese,  whole  eggs,  premium  fruits,  nuts,  and  chocolates  blended for the
Company's unique recipes.  The Company seeks to maintain rigorous  standards for
freshness, quality, and consistency.

      Customer Service.  The Company depends on and enjoys a high rate of repeat
business.  The Company believes that the quality of the relationship between its
employees and its customers is critical to its success.  The Company  strives to
hire and train well-qualified, highly motivated employees committed to providing
superior levels of customer service.

RESULTS OF OPERATIONS

      The Company's  consolidated revenues from continuing operations aggregated
$3,035,323  and  $3,369,742  for the  years-ended  December  31,  2004  and 2003
respectively,  a decrease of  $334,419,  or 9.9%.  This is in  comparison  to an
increase of $51,654,  or 1.6%, to $3,369,742 from $3,318,088 for the years-ended
December  31, 2003 and 2002  respectively.  The  decrease in 2004 is a result of
raising prices for which customers either changed vendors of discontinued items.
The increase in 2003 is due to the increase in cheesecake sales.

      The cost of goods sold were  $2,555,536 and $2,904,140 for the years-ended
December  31, 2004 and 2003  respectively,  a decrease of  $348,604,  or 12%; as
opposed to an increase of $10,914,  or 0.4%, to $2,904,140  from  $2,893,226 for
the years-ended  December 31, 2003 and 2002  respectively.  The decrease in 2004
was due to the decrease in sales.  Cost of goods sold  increased in 2003, due to
an increase in sales.

      Selling,  general and  administrative  expenses were $963,669 and $784,253
for the  years-ended  December  31, 2004 and 2003  respectively,  an increase of
$179,416,  or 22.9%. This is in comparison to an increase of $147,951, or 23.3%,
to  $784,253  from  $636,302  for the  year-ended  December  31,  2003  and 2002
respectively.  The 2004  increase  was a result  of  management's  upgrading  of
various department personnel. The increase in 2003 was due in part to additional
legal fees.

      In 2003,  the Company had a  cancellation  of debt,  which was a result of
renegotiating  its current warehouse lease. The write-off was for an accumulated
rent straight-lining  liability of $57,978. There was no cancellation of debt in
2004.

      During  2004 the  Company  wrote-off  the  $42,981,  balance of trade name
rights after  selling such rights for  $25,000.  Additionally,  the Company sold
fully depreciated  equipment for $10,000.  There were no similar transactions in
2003.

      Interest expense increased in 2004 to $96,213 from $20,206, an increase of
$76,007, or 376.2%, in comparison to an increase in 2003 to $20,206 from $2,055,
an increase of $18,151,  or 883%.  The 2004 and 2003  increases were a result of
increased borrowing.

      Other income of $13,752 is the final payment of royalties from the sale of
the batterbake line. There was no similar transaction in 2003.

      The loss from  continuing  operations  increased in 2004 to $574,324  from
$280,879,  an increase  of  $293,445,  or 104.5%.  This is in  comparison  to an
increase in 2003 to $280,879 from  $213,945 in 2002, an increase of $66,934,  or
31.3%.

      Income from  discontinued  operations  was $134,265 for the ended December
31,  2003.  This  income was a result of the write off of old  accounts  payable
related to the WGJ Desserts  operation  sold in 1998.  Management  wrote-off the
payables  since the statute of limitations  had expired.  The aggregate of these
adjustments  amounted to a net loss in 2004 of $574,324  and net loss in 2003 of
$146,614, a decrease in income of $427,710, or 291.72%. This is in comparison to
a net loss in 2003 of $146,614 and net income in 2002 of $166,227, a decrease in
income of $312,841, or 188%.


                                       7
<PAGE>

SEGMENT INFORMATION

      Not applicable since retail operations were discontinued.

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,  2004,  the Company had a negative  working  capital of
$659,923  as  compared  to a negative  working  capital of  $493,733 at December
31,2003.

      During  2004,  the  Company  was able to secure a  $317,000  loan from the
chairman of the Board of Directors.  Additionally,  the Company  received  loans
from  the  chairman  and  another  director   totaling   $104,000  (see  Certain
Relationships and Related Transactions).  The proceeds of the loans were used to
acquire equipment and for working capital.

      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:

      The Company's revenues are affected by seasons with higher revenues during
holiday seasons such as  Thanksgiving,  Christmas,  Jewish New Year,  Easter and
Passover.

RISK FACTORS

      The  Follot 6 0 wing  information  sets forth  facts that could  cause our
actual  results to differ  materially  from those  contained in forward  looking
statements we have made in this annual report and those we may make from time to
time.

      If We Are Unable to Obtain  Additional Funds, We May Have to Significantly
Curtail the Scope of Our Operations and Alter Our Business Model.

      Management  believes  that  profitable  operations  are  essential for the
Company to become  viable.  The present  business plan  contemplates  profitable
operations will be achieved.  However,  in the event that profitable  operations
are not achieved,  our present  financial  resources should allow us to continue
operations  through June 30, 2005. If  additional  financing is required and not
available  when  required or is not  available on  acceptable  terms,  we may be
unable to continue our operations at current levels or at all. We are engaged in
seeking  additional  financing  and we  continue to impose  actions  designed to
minimize  our  operating  loses.  We  would  consider  strategic  opportunities,
including investment in the Company, a merger or other acceptable  transactions,
to sustain our operations. We do not currently have any agreements in place with
respect to any such strategic  opportunity,  and there can be no assurances that
additional capital will be available to us on acceptable terms, or at all. If we
are unable to obtain  additional  financing  or to arrange a suitable  strategic
opportunity, our business will be placed in significant financial jeopardy.

      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.


                                       8
<PAGE>

      The reports of our independent  Certified Public  Accountants  dated March
15, 2005 and March 17,  2004 for the  December  31,  2004 and 2003  consolidated
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
consolidated  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.

      Our  Financial  Condition  Has  Adversely  Affected  Our  Ability  to  Pay
Suppliers  on a Timely  Basis Which May  Jeopardize  Our Ability to Continue Our
Operations Necessary to Continue Shipment and Sales of Our Products.

      As of December 31, 2004 our  accounts  payable  totaled  $450,981 of which
$33,235 were over sixty (60) days old.  While we have  negotiated  payment plans
with our major suppliers and vendors, there can be no assurances that we will be
able to continue  these payment plans or obtain the necessary  materials  and/or
ingredients  to produce our baked goods.  If we are unable to obtain  additional
financing  on  acceptable  terms,  our  ability to make  timely  payments to our
critical  suppliers will be jeopardized and we will be unable to obtain critical
supplies and services to maintain and continue to manufacture,  ship and to sell
our products.

      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. At our Annual Meeting of Stockholders held August 4, 2004 our
stockholders  approved an increase in the number of authorized  shares of Common
Stock from 10,000,000 shares to 30,000,000 shares. The issuance and registration
of  additional  shares could have a  significant  adverse  effect on the trading
price of our Common Stock.

      We Have Obtained  Secured  Financing  With the Pledge of All of Our Assets
Which Will Have Priority Over Security Interests of Any Holders of Our Preferred
Shares.

      We have previously  procured interim  financing to continue our operations
at arms length transaction from the following  directors:  Ronald L Schutte, the
Chief Executive Officer and Chairman of the Board, in the amount of $633,560 and
Anthony  J.  Merante,  Director  of the  Company,  in the amount of  $85,931.  A
$317,000  note to Mr.  Schutte  is secured  by all the  assets.  In the event of
default, the directors will obtain, in addition to other remedies,  the right to
all of our assets as well as the right to appoint qualified members to our Board
of Directors that would constitute a majority.

      We Have  Incurred  Losses in the Past and We Expect To Incur Losses in the
Future.

      We have incurred losses in each year since our inception. Our net loss for
the year ended December 31, 2004 was $574,324 and our accumulated  deficit as of
December  31,  2004 was  $11,943,294.  We expect  operating  losses to  continue
through  2005 as we continue  our  marketing  and sales  activities  and conduct
additional development of our products.

RISKS RELATED TO THE MARKET FOR OUR COMMON STOCK

      The Price of Our Common Stock is Subject to Volatility

      Our Common  Stock has traded as low as $.06 per share and as high as $1.02
per share in the twelve (12) month ended December 31, 2004. 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:

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


                                       9
<PAGE>

      o     Fluctuation in our operating results;

      o     Concerns about our ability to finance our continuing operations;

      o     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;

      o     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, 2004 was
approximately 4,712 shares.

RISKS RELATED TO OUR BUSINESS

      We are Currently Dependent on a Few Major Customers for a Significant
Portion of Our Revenues

      We currently record sales from  approximately  31 customers.  One customer
and two  customers  accounted  for in excess of 10% of our revenues in the years
ended December 31, 2004 and 2003, respectively. We intend to establish long-term
relationships with our customers and continue to expand our customer base. While
we diligently  seek to become less  dependent on any one customer,  it is likely
that certain business.  The loss of one or more of these  significant  customers
may result in a  material  adverse  effect on our  revenues  and our  ability to
become profitable or our ability to continue our business operations.

      We Have Limited Ability to Sell and Market Our Products

      At the current time, we have limited marketing capability as compared with
many  of our  competitors  and  we do not  have a  large  sales,  promotion  and
marketing  budget as we are  constrained by our lack of working  capital and our
ability  to raise  the  necessary  cash  flow from our  business  operations  to
re-invest  in our  marketing  programs.  As a result  of our  limited  marketing
capabilities,  we are forced to rely upon  customer  referrals  and a  part-time
sales  force.  Our  competitors  have  direct  advertising  and sales  promotion
programs for their  products as well as sales and marketing  personnel  that may
have a competitive advantage over us in contacting  prospective  customers.  Our
position  in the  industry  is  considered  minor in  comparison  to that of our
competitors,  and while we continue to develop and explore new marketing methods
and techniques and programs  directed toward foreign  customers,  our ability to
compete at the present time is limited.  Our success depends upon the ability to
market,  penetrate  and expand  markets and form  alliances  with  distributors.
However, there can be no assurances that:

      o     Our direct selling efforts will be effective;

      o     We will obtain an expanded degree of market acceptance;

      o     We will be able to successfully form relationships with distributors
            to market our products.

      We Depend Upon the Marketability of Primary Products

      Frozen cheesecake,  pre-portioned desserts and tart shells are our primary
products.  We may have to cease  operations if any of our primary products fails
to achieve market acceptance and/or generate significant revenues. Additionally,
the  marketability of our products is dependent upon customer taste,  preference
and acceptance, which are variables that may be beyond our ability to control.

      We May Not Be Able to Successfully Develop and Market New Products That We
Plan to Introduce


                                       10
<PAGE>

      We plan to develop  new baked  goods for  production.  There are  numerous
developmental  issues that may preclude the  introduction of these products into
commercial  sale.  If we are unable to  establish  market  acceptance  for these
products,  we may  have to  abandon  them  or  alter  our  business  plan.  Such
modifications  to our business plan will likely delay  achievement of milestones
related to revenue increases and achievement of profitability.

      We May Experience Problems in Manufacturing Sufficient Quantities and
Commercial Quantities of Our Products

      We may  encounter  difficulties  in the  production of our current and any
future products due to such reasons as: o Lack of working  capital  necessary to
gain market acceptance;

      o     Limited equipment and resources to produce product;

      o     Quality control and assurance;

      o     Supplies of ingredients; and

      o     Shortages of qualified personnel.

      Any of the  foregoing  or other  difficulties  would affect our ability to
meet increases in demand should our products gain market acceptance.

      We Claim Certain Proprietary Rights in Connection with the Combination of
Ingredients and Manufacture of Our Products

      Although we do not possess any patent  protection for the  formulation and
production of our products,  we believe that the  combination of ingredients and
our method of  production  are unique and  important  to our  ability to produce
quality baked goods and  desserts.  As we do not possess  intellectual  property
protection,  there is the risk that we may not be able to  prevent a  competitor
from duplicating our recipes or our methods of production.

      We Use Certain  Names that Do Not Have  Protection  under Federal or State
Trademark Laws.

      Our use of the names,  "Brooklyn  Cheesecake  & Desserts  Company,  Inc.,"
"Brooklyn  Cheesecake  Company,   Inc."  and  "Brooklyn  Cheesecake  &  Desserts
Company,"  under which Brooklyn  Cheesecake & Desserts  Company,  Inc.  conducts
business and has  established  goodwill may be subject to legal  challenge since
there  are  other  businesses  operating  under  similar  names  and we have not
registered  trademarks for these names with either federal or state agencies. In
addition,  we  utilize  packaging  with  depictions  of the  Brooklyn  Bridge in
designed or stylized formats in conjunction with the names, "Brooklyn Cheesecake
Company,  Inc." and "Brooklyn Cheesecake & Deserts Company," which have not been
registered  with  either  federal or state  agencies.  In that we do not possess
registered trademarks for our trade names or trade dress, we may face opposition
to our usage of same that may require us to  discontinue  usage of certain trade
names or  packaging,  which in turn will  require  us to  re-establish  goodwill
associated  with our  product  names and  packaging.  We are  seeking  trademark
registrations  with the United States Patent and Trademark  Office but there can
be no assurances that we will be successful in obtaining a registered mark.

      Attraction and Retention of Key Personnel

      Our future success depends in significant  part on the continued  services
of key sales and senior management personnel. The loss of Ronald L. Schutte, our
Chairman  and Chief  Executive  Officer,  or other key  employees  could  have a
material  adverse  affect on our business,  results of operations  and financial
condition. There can be no assurances that we can attract,  assimilate or retain
other highly qualified personnel in the future.

      We Have Limited Product Liability Insurance Due to the High Cost of Same


                                       11
<PAGE>

      We manufacture,  market and sell baked goods and dessert products.  In the
event our products are  tainted/spoiled  or cause illness in  consumers,  we may
face potential claims. Due to the high cost of product liability  insurance,  we
only  maintain  insurance  coverage  of  $2,000,000  to protect  against  claims
associated with the consumption of our product. Any claim against us, whether or
not  successful,  may  result  in  our  expenditure  of  substantial  funds  and
litigation.  Further,  any claims may require  management's  time and use of our
resources and may have a materially adverse impact on us.

      Geographic Concentration in New York City Tri-State Area

      Most  of  Brooklyn   Cheesecake  &  Desserts  Company,   Inc.  retail  and
institutional/wholesale  customers are located in the New York City metropolitan
area.  Adverse changes in economic  conditions in the New York City metropolitan
area are more likely to affect the Company's  business,  financial condition and
results of operations  than if its  operations  were spread over a larger market
area.

      Government Regulation: Maintenance of Licenses and Certification

      Brooklyn Cheesecake & Desserts Company,  Inc. is subject to numerous state
regulations  relating to the preparation and sale of food. It is also subject to
federal and state laws  governing the  Company's  relationship  with  employees,
including minimum wage  requirements,  overtime,  working and safety conditions,
and citizenship requirements.  The failure to obtain or retain the required food
licenses or to be in compliance with applicable governmental regulations, or any
increase in the minimum wage rate,  employee  benefits  costs  (including  costs
associated with mandated health  insurance  coverage) or other costs  associated
with employees,  could  adversely  affect our business,  financial  condition or
results of  operations.  In addition,  the  Company's  products are certified as
kosher by  independent  entities.  We believe that we will  continue to meet the
kosher certification requirements. However, the failure to retain or obtain such
certification  in  the  future  could  have a  material  adverse  effect  on our
business, financial condition or results of operations.

      Continuing Changes in Food Service Industry

      The results of  operations  of food  service  businesses  are affected by,
among other things,  changes in consumer  tastes,  national,  regional and local
economic conditions,  demographic trends,  traffic patterns and the type, number
and location of competing units.  Multi-unit food service  companies also can be
substantially  adversely affected by publicity resulting from poor food quality,
illness, injury or other health concerns or operating difficulties stemming from
one unit or a limited number of units, or health concerns as to particular types
of food or methods of preparing food. There can be no assurance that the Company
will be able  to  maintain  the  quality  of its  food  products.  In  addition,
dependence  on frequent  deliveries of fresh  ingredients  subjects food service
businesses  to the risk that  shortages or  interruptions  in supply,  caused by
adverse weather or other  conditions,  could adversely affect the  availability,
quality and cost of ingredients.

      Competition

      The  baking  industry  is  a  highly  competitive  and  highly  fragmented
industry.  Brooklyn Cheesecake & Desserts Company,  Inc. competes with national,
regional and local  bakeries as well as  supermarket  chains that have  in-store
bakeries.  Many of these  competitors  are  larger;  more  established  and have
greater financial and other resources than we do. Competition in both the retail
and  institutional/wholesale  baking industry is based on product quality, brand
name loyalty, price and customer service.  Competitors with significant economic
resources in the baking  industry  could,  at any time,  enter the  wholesale or
retail bakery/cafe business.

      Quarterly Fluctuations; Seasonality; Possible Volatility of Stock Price

      Brooklyn  Cheesecake & Desserts  Company,  Inc.  operating  results may be
subject to seasonal fluctuations, especially during the Thanksgiving, Christmas,
Chanukah,  Easter and Passover  seasons.  Such variations could cause the market
price of the Common Stock to  fluctuate  substantially.  In addition,  the stock
markets in the United  States have,  from time to time,  experience  significant
price and volume  fluctuations  that are  unrelated or  disproportionate  to the
operating performance of individual  companies.  Such fluctuations may adversely
affect the price of the Company's Common Stock.


                                       12
<PAGE>

      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.

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

      This  annual  report  contains  certain  forward-looking  statements  with
respect to the financial  condition,  results of operations  and business of the
Company including statements relating to the cost savings,  revenue enhancements
and  marketing  and other  advantages  that are expected to be realized from the
Company's  plans to restructure  and consolidate its operations and grow through
strategic  acquisitions.  Such forward-looking  statements involve certain risks
and  uncertainties  that could cause actual  results to differ  materially  from
those  contemplated  by  such   forward-looking   statements.   Such  risks  and
uncertainties  include,  without limitation:  (1) expected cost savings from the
restructured  or  consolidated   operations   cannot  be  fully  realized;   (2)
difficulties relating to the integration of new businesses that may be acquired;
(3) the impact of  competition  on revenues  and margins;  (4)  increases in the
costs of ingredients;  and (5) other risks and  uncertainties as may be detailed
from time to time in the Company's public announcements and Commission filings.


ITEM 7. FINANCIAL STATEMENTS


Report of Sherb & Co., LLP, Independent Registered Public
  Accounting Firm                                                             14

Independent Auditors' Report                                                  15

Consolidated Balance Sheet                                                    16

Consolidated Statements of Operations                                         17

Consolidated Statements of Stockholders' Equity (Deficiency)                  18

Consolidated Statements of Cash Flows                                         19

Notes to Consolidated Financial Statements                                 20-31


                                       13
<PAGE>

             Report of Independent Registered Public Accounting Firm


To The Board of Directors and shareholders
Brooklyn Cheesecake & Desserts Company, Inc.

      We have audited the  accompanying  consolidated  balance sheet of Brooklyn
Cheesecake & Desserts  Company,  Inc. and  Subsidiaries as of December 31, 2004,
and the related  consolidated  statements of  operations,  stockholders'  equity
(deficiency),  and cash  flows  for the year  ended  December  31,  2004.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

      We  conducted  our audit 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
audit provides 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,  2004,  and  the  results  of its
operations  and cash flows for the year ended  December 31, 2004,  in conformity
with accounting principles generally accepted in the United States of America.

      The  accompanying  consolidated  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
continuing  operations  for the years ended December 31, 2004 and 2003 and as of
December 31, 2004 has a working  capital  deficiency  in the amount of $659,923,
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

New York, New York
March 15, 2005


                                       14
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Brooklyn Cheesecake & Desserts Company, Inc.

      We have audited the  accompanying  consolidated  statements of operations,
stockholders'  equity  (deficiency),  and cash flows for the year ended December
31, 2003 of Brooklyn  Cheesecake & Desserts  Company,  Inc.  (formerly  Creative
Bakeries,  Inc.). These consolidated financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

      We conducted our audit in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and  perform  the  audits 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
audit provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all  material  respects,  the  results  of its  operations  and cash flows of
Brooklyn Cheesecake & Desserts Company, Inc. (formerly Creative Bakeries,  Inc.)
for the year ended December 31, 2003, in conformity with  accounting  principles
generally accepted in the United States of America.

      The  accompanying  consolidated  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
continuing  operations  for the year  ended  December  31,  2003,  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.



ZELLER WEISS & KAHN, LLP
March 17, 2004
Mountainside, New Jersey


                                       15
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                 CONSOLIDATED BALANCE SHEET - DECEMBER 31, 2004

ASSETS
Current assets:
  Cash and cash equivalents                                        $     35,225
  Accounts receivable, less allowance for doubtful
   accounts of $400                                                     300,331
  Inventories                                                           103,802
  Prepaid expenses                                                       49,139
                                                                   ------------
    Total current assets                                                488,497
                                                                   ------------

Property and equipment, net                                             318,475
                                                                   ------------

Other assets:
  Security deposits                                                       5,765
  Tradename ,  net of
amortization
                                                                         73,125
   Total other assets                                                    78,890
                                                                   ------------

                                                                   $    885,862
                                                                   ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
 Accounts
payable
                                                                   $    450,981
 Accrued expenses                                                        43,935
 Capital lease obligation                                                 8,424
 Notes payable                                                           46,971
 Notes payable, officer                                                 598,109
                                                                   ------------
    Total current liabilities                                         1,148,420
                                                                   ------------

Other liabilities:
  Capital lease obligation, net of current portion                       38,505
  Notes payable, net of current portion                                  41,460
  Notes Payable, officer, net of current portion                         35,451
  Deferred rent                                                          19,680
                                                                   ------------
   Total other liabilities                                              135,096
                                                                   ------------

Stockholders' deficiency:
  Preferred stock $.001 par value, authorized 2,000,000
   shares, none issued                                                       --
  Common stock, $.001 par value, authorized 30,000,000
   shares, issued and outstanding 8,495,302 shares                        8,495
  Additional paid in capital                                         11,537,145
  Accumulated deficit                                               (11,943,294)
                                                                   ------------
    Total stockholders' deficiency                                     (397,654)
                                                                   ------------

                                                                   $    885,862
                                                                   ============

                See notes to consolidated financial statements.


                                       16
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                      Years Ended December 31,
                                                     --------------------------
                                                        2004           2003
                                                     -----------    -----------
Net sales                                            $ 3,035,323    $ 3,369,742
Cost of sales                                          2,555,536      2,904,140
                                                     -----------    -----------
Gross profit                                             479,787        465,602

Selling, general and administrative expenses             963,669        784,253
                                                     -----------    -----------
Loss from operations                                    (483,882)      (318,651)
                                                     -----------    -----------

Change in estimate of straight-line rent                      --        (57,978)
Sale of Trade name rights                                (25,000)            --
Write-off of Trade name rights                            42,981             --
Gain on sale of assets                                   (10,000)            --
Interest expense, net                                     96,213         20,206
Other Income                                             (13,752)            --
                                                     -----------    -----------
   Total other expense (income)                           90,442        (37,772)
                                                     -----------    -----------

Loss from continuing operations                         (574,324)      (280,879)
Discontinued operations:
  Income from operations of
    New York facility                                         --        134,265
                                                     -----------    -----------

Net loss                                             ($  574,324)   ($  146,614)
                                                     ===========    ===========

Earnings per common share Basic and fully diluted:
    Continuing operations                            $     (0.09)   $     (0.05)
    Discontinued operations
                                                              --           0.02
                                                     -----------    -----------
Net loss per share                                   $     (0.09)   $     (0.03)
                                                     ===========    ===========

Weighted average number of common
     shares outstanding                                6,363,545      5,461,545
                                                     ===========    ===========

                See notes to consolidated financial statements.


                                       17
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)

          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                               Common Stock
                                                       ---------------------------                                        Total
                                                          Number                       Additional                      Stockholders'
                                                            of                           Paid in        Accumulated       Equity
                                                          Shares          Amount         Capital          Deficit      (Deficiency)
                                                       ------------    ------------    ------------    ------------    ------------
<S>                <C>                                    <C>          <C>             <C>              <C>            <C>
Balance at January 1, 2003                                5,446,750    $      5,447    $ 11,346,093     (11,222,356)   $    129,184
       Stock issued for professional services                50,000              50           4,950              --           5,000
       Reclassification of warrants payable                      --              --        (115,625)             --        (115,625)
       Net loss for the year ended December 31, 2003       (146,614)       (146,614)
                                                       ------------    ------------    ------------    ------------    ------------

Balance at December 31, 2003                              5,496,750    $      5,497      11,235,418     (11,368,970)       (128,055)
                                                       ============    ============    ============    ============    ============

       Stock issued for salary                              665,738    $        665    $     99,935    $         --    $    100,600
       Stock issued for professional services                69,534              69          10,431              --          10,500
       Stock issued for repayment of debt                   327,869             328          49,672              --          50,000
       Stock issued for warrant                             314,715             315            (315)             --              --
       Exchange of warrants payable                       1,220,696           1,221         114,404              --         115,625
       Stock issued for Directors' fees                     400,000             400          27,600              --          28,000
       Net loss for the year ended December 31, 2004       (574,324)       (574,324)
                                                       ------------    ------------    ------------    ------------    ------------

Balance at December 31, 2004                              8,495,302    $      8,495    $ 11,537,145    $(11,943,294)   $   (397,654)
                                                       ============    ============    ============    ============    ============
</TABLE>

                See notes to consolidated financial statements.


                                       18
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                         Years Ended December 31,
                                                                         ------------------------
                                                                           2004           2003
                                                                         ---------      ---------
<S>                                                                      <C>            <C>
Operating activities:
    Loss from continuing operations                                      ($574,324)     ($280,879)
    Adjustments to reconcile loss from continuing
     operations to cash used in continuing operations:
       Depreciation and amortization                                       100,068         91,981
       Common stock issued for services                                    139,100          5,000
       Write-off of tradename right                                         42,981             --
       Change in straight-line rent accounting estimate                         --        (57,978)
       Interest on accrued long-term debt                                       --          7,480
Changes in operating assets and liabilities from continuing operations:
              Accounts receivable                                         (125,348)        10,294
              Inventories                                                   69,717         17,426
              Prepaid expenses                                              16,937         (2,308)
              Security deposits                                             (1,051)            --
              Accounts payable                                              84,822        (43,664)
              Accrued expenses                                             (43,926)        20,268
              Deferred rent                                                 14,160         (9,102)
                                                                         ---------      ---------
              Net cash used in operating activities                       (276,864)      (241,482)
                                                                         ---------      ---------

Investing activities:
      Purchase of property and equipment                                   (98,730)       (53,282)
                                                                         ---------      ---------
Net cash used in investing activities                                      (98,730)       (53,282)
                                                                         ---------      ---------

Financing activities:
      Proceeds from officers' notes payable                                518,388         54,000
      Proceeds from notes payable                                           59,908        300,000
      Payment of officers' note payable                                         --         (8,263)
      Payment of notes payable                                            (250,000)        (2,648)
      Loan acquisition costs                                                    --        (16,957)
                                                                         ---------      ---------
Net cash provided by financing activities                                  328,296       _326,132
                                                                         ---------      ---------

Net (decrease) increase in cash and cash equivalents                       (47,298)        31,368

Cash and cash equivalents, beginning of year                                82,523         51,155
                                                                         ---------      ---------

Cash and cash equivalents, end of year                                   $  35,225      $  82,523
                                                                         =========      =========

Cash paid during the year for:
       Interest:                                                         $  88,865      $  12,059
                                                                         =========      =========

Non-cash investing and financing transactions:
       Reclassification of warrants payable                              $(115,625)     $ 115,625
                                                                         =========      =========
       Issuance of common shares for debt                                $  50,000      $      --
                                                                         =========      =========
</TABLE>

                See notes to consolidated financial statements.


                                       19
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

1.    Going concern:

      During the years ended  December 31, 2004 and 2003,  the Company  incurred
      losses frt 6 6 om  continuing  operations  in the amount of  $574,324  and
      $280,879,  respectively,  and as of  December  31,  2004 had a net working
      capital  deficiency  of  $659,923.   Although  the  Company  is  currently
      operating its businesses,  their  continuation is contingent  upon,  among
      other things,  the continued  forbearance by the Company's  creditors from
      exercising their rights in connection with delinquent  accounts  payables.
      These  conditions,   among  others,  raise  substantial  doubt  about  the
      Company's ability to continue as a going concern.

      The  Company  intends  to raise  capital  either  through an  offering  of
      convertible  debentures or conventional  financing.  The proceeds would be
      used to  upgrade  the  production  process.  The  Company's  product  line
      continues  to be  streamlined,  and  greater  emphasis  has been placed on
      marketing portion controlled dessert items.

      In view of these matters  management  believes that the actions  presently
      being taken to revise the Company's  operating and financial  requirements
      provide the  opportunity  for the Company to continue as a going  concern.
      The  accompanying  financial  statements  do not include  any  adjustments
      relating  to the  recoverability  and  classification  of  asset  carrying
      amounts or the amount and  classification of liabilities that might result
      should the Company be unable to continue as a going concern.

2.    Summary of significant accounting policies:

      Principles  of  consolidation:  The  accompanying  consolidated  financial
      statements include the accounts of the Company and all of its wholly owned
      subsidiaries.  Intercompany transactions and balances have been eliminated
      in consolidation.

      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.

      Inventories:

      Inventories  are  stated  at the  lower  of cost  (first-in-first-out)  or
market.

      Property and equipment:

      The  cost of  property,  plant  and  equipment  is  depreciated  over  the
      estimated  useful  lives of the  related  assets.  The  cost of  leasehold
      improvements  is depreciated  over the lesser of the length of the related
      leases  or the  estimated  useful  lives of the  assets.  Depreciation  is
      computed on the straight-line  method for financial reporting purposes and
      on the modified cost recovery system method for income tax basis.

      Deferred rent:

      The accompanying consolidated financial statements reflect rent expense on
      a straight-line  basis over the life of the lease. Rent expense charged to
      operations  differs with the cash payments required under the terms of the
      real property operating leases because of scheduled rent payment increases
      throughout  the term of the leases.  The  deferred  rent  liability is the
      result of recognizing  rental  expenses as required by generally  accepted
      accounting principles.


                                       20
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

2.    Summary of significant accounting policies (continued):

      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.

      Per share amounts:

      Net  earnings  per share are  calculated  by dividing  net earnings by the
      weighted  average  shares  of common  stock of the  Company  and  weighted
      average of common stock  equivalents  outstanding  for the period.  Common
      stock equivalents represent the dilutive effect of the assumed exercise of
      certain outstanding stock options.

      Earnings Per Share:

      Basic  earnings per share ("EPS") is determined by dividing net income for
      the period by the weighted  average  number of common  shares  outstanding
      during the same period.  Diluted EPS reflects the 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. Stock
      options  have been  excluded as common  stock  equivalents  in the diluted
      earnings per share  because their effect would be  anti-dilutive.  325,000
      stock options have been excluded.

      Recognition of Revenue:

      Income from sales of product is  recognized  when the orders are completed
      and shipped or  possession  of product is taken by the  customer  provided
      that  collection of the resulting  receivable is reasonably  assured.  The
      Company's goods are shipped both Free on Board  ("F.O.B.")  shipping point
      and F.O.B. destination.

      Shipping and Handling Costs

      The Company  follows the guidance of EITF 00-10,  "Accounting for Shipping
      and Handling Fee and Costs".  The Company's  shipping costs of $65,468 and
      $73,364 for the periods ending  December 31, 2004 and 2003,  respectively,
      and are included in warehouse and delivery expenses.

      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.

      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.


                                       21
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

2.    Summary of significant accounting policies (continued):

      During the year ended  December  31,  2004 the  Company  expensed  $42,981
      remaining on their  William  Greenberg  Tradename,  due to their  carrying
      amount exceeding their fair value.

      Stock Based Compensation:

      As permitted under SFAS No. 148, "Accounting for Stock-Based  Compensation
      - Transition and Disclosure," which amended SFAS No. 123,  "Accounting for
      Stock-Based  Compensation,"  the Company has elected to continue to follow
      the intrinsic  value method in  accounting  for its  stock-based  employee
      compensation  arrangements  as  defined  by  Accounting  Principles  Board
      Opinion  ("APB")  25,  "Accounting  for Stock  Issued to  Employees,"  and
      related   interpretations   including  FASB  Interpretation   ("FIN")  44,
      "Accounting for Certain  Transactions  Involving Stock  Compensation,"  an
      interpretation  of APB 25.  Under  APB 25,  if the  exercise  price of the
      Company's  employee  stock options or stock  purchase  warrants  equals or
      exceeds the market price of the  underlying  stock on the date of grant no
      compensation expense is recognized.

      Fair Value of Financial Instruments:

      The Company's financial  instruments consist of cash, accounts receivable,
      accounts payable,  accrued expenses, notes payable and long-term debt. The
      carrying amounts of the financial instruments reported in the consolidated
      balance sheet approximate fair value based on the short-term maturities of
      these instruments.

      Reclassifications:

      Certainreclassifications  have been made to the prior year's  consolidated
      financial statements to conform to current year's presentation.

      Recent accounting pronouncements:

      In November  2004,  the FASB issued SFAS No.  151,  "Inventory  Costs,  an
      amendment of ARB No. 43,  Chapter 4." SFAS No. 151 clarifies that abnormal
      inventory  costs  such as costs of idle  facilities,  excess  freight  and
      handling  costs,  and  wasted  materials  (spoilage)  are  required  to be
      recognized  as current  period  costs.  The  provisions of SFAS No.151 are
      effective for inventory costs incurred during fiscal years beginning after
      June 15, 2005.  Management is currently  evaluating the provisions of SFAS
      No. 151 and does not expect the  adoption  will have a material  impact on
      the Company's financial position, results of operations or cash flows.

      In December 2004, the FASB finalized SFAS No. 123R "Share-Based

      Payment"  ("SFAS 123R"),  amending SFAS No. 123,  effective  beginning the
      Company's first quarter of fiscal 2006. SFAS 123R will require the Company
      to expense  stock  options based on grant date fair value in its financial
      statements.  Further,  adoption of SFAS No. 123R will  require  additional
      accounting  related  to  income  tax  effects  and  additional  disclosure
      regarding   cash  flow  effects   resulting  from   share-based   payments
      arrangements.  The effect of  expensing  stock  options  on the  Company's
      results  of  operations  using a  Black-Scholes  option-pricing  model  as
      presented  in Note 2.  The  adoption  of SFAS  123R  will not  effect  the
      Company's cash flows or financial position, but may have an adverse impact
      on results of operations if options are granted in the future.

      In December 2004, the FASB issued SFAS No. 153,  "Exchanges of Nonmonetary
      Assets - an amendment for APB Opinion No. 29". This  statement  amends APB
      Opinion No. 29 to eliminate  the exception  for  nonmonetary  exchanges of
      similar  productive  assets and replaces it with a general  exception  for
      exchanges of nonmonetary assets that do not have commercial substance.


                                       22
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

2.    Summary of significant accounting policies (continued):

      A nonmonetary  exchange has  commercial  substance if future cash flows of
      the  entity  are  expected  to  change  significantly  as a result  of the
      exchange.  The  provisions of SFAS No. 153 are effective for the Company's
      fiscal year ended  December 31, 2006.  The adoption of SFAS No. 153 is not
      expected to have a material impact on the Company's consolidated financial
      position, liquidity, or results of operations.

      In  January  2003,  as  revised   December  2003,  the  FASB  issued  FASB
      Interpretation No. 46,  "Consolidation of Variable Interest  Entities,  an
      Interpretation  of ARB No. 51." FIN 46 requires certain variable  interest
      entities to be  consolidated  by the primary  beneficiary of the entity if
      the equity  investors in the entity do not have the  characteristics  of a
      controlling  financial  interest or do not have  sufficient  equity at the
      risk for the entity to finance its activities without additional financial
      support from other  parties.  FIN 46 is effective  for the periods  ending
      after  December 15, 2003 for certain types of entities and after  December
      15, 2004 for other types of entities.

      On March 3, 2005 the FASB issued FASB Staff  Position FIN 46 (R)-5,  which
      addresses whether a reporting  enterprise should consider whether it holds
      an implicit  variable  interest in a variable interest entity ("VIE") or a
      potential  VIE when  specific  conditions  exist.  The  guidance  shall be
      applied to the first reporting  period  beginning after March 3, 2005, but
      early application is permitted for periods which financial statements have
      not yet been issued.  The adoption of FIN 46 (R)-5 is not expected to have
      a  material  impact  on the  Company's  consolidated  financial  position,
      liquidity, or results of operations.

3.    Concentration of credit risk and major customers:

      The Company is a manufacturer of baking and confectionery products,  which
      are sold to supermarkets,  food  distributors,  educational  institutions,
      restaurants,  mail order and to the public. Although the Company sells its
      products  throughout the United  States,  its main customer base is on the
      East Coast of the United States.

      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,  2004,  the Company had
      uninsured cash balances of $21,082.

      At December 31, 2004 there were two customers  whose balances  included in
      accounts  receivable  comprised 41% and 14% of total accounts  receivable.
      During the years ended  December 31, 2004 that customer  accounted for 26%
      of total  revenue.  In the year ended December 31, 2003 two customers that
      accounted 16% and 17% of revenue.

      Purchases  from three  suppliers  for the year  ended  December  31,  2004
      represented  approximately 75% of non-affiliated  purchases.  For the year
      ended  December  31,  2003  purchases  from  three  suppliers  represented
      approximately  50% of  non-affiliated  purchases.  At December  31,  2004,
      amounts due to the suppliers amounted to 60% of accounts payable.

4.    Accounts receivable:

      Following is a summary of receivables at December 31, 2004:
             Trade accounts                                           $ 300,731
             Less allowance for doubtful accounts                          (400)
                                                                      ---------
                                                                      $ 300,331



                                       23
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

5.    Inventories:

      Inventories at December 31 consist of:

             Finished goods                                            $ 33,955
             Raw materials                                               31,288
             Supplies                                                    38,559
                                                                      --------
                                                                       $103,802

6.    Property and equipment:

      The following is a summary of property and equipment at December 31, 2004:

                  Baking equipment                                   $1,492,810
                  Furniture and fixtures                                106,509
                  Leasehold improvements                                180,422
                                                                     ----------
                                                                      1,779,741
                  Less:  Accumulated depreciation
                          and amortization                            1,461,266
                                                                     ----------
                                                                     $  318,475

      Depreciation expense charged to operations was $81,270 and $81,822 in 2004
and 2003, respectively.

      The useful  lives of property  and  equipment  for  purposes of  computing
depreciation are:

                                                                        Years
                                                                        -----
                    Machinery and equipment                              10
                    Furniture and computers                               5
                    Leasehold improvements                              10-15

7.    Loan acquisition costs:

      The Company  incurred loan  acquisition  costs in the amount of $16,957 in
      connection  with one of the notes payable  financings the Company  entered
      into in 2003.  These costs are being  amortized over the life of the loan.
      This loan was repaid in 2004, and all remaining costs were expensed.  Loan
      amortization  expense  for the  year  ended  December  31,  2004  and 2003
      amounted to $12,798 and $4,159, respectively.

8.    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, 2004 and 2003.

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

                       Years Ended December 31,
                       ------------------------
                     2005                                    $    6,000
                     2006                                         6,000
                     2007                                         6,000
                     2008                                         6,000
                     2009                                         6,000
                     Thereafter                                  43,125
                                                             ----------
                                                             $   73,125
                                                             ==========


      The Company had a fully amortized  licensing  agreement for the use of the
      trademark and name of one of its WGJ  subsidiary  and various  recipes and
      methods used in the  production  of baked and other goods.  The  agreement
      called for royalties to be paid upon reaching  certain sales levels by the
      licensee. The Company sold this licensing agreement in 2004 for $25,000.


                                       24
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

9.    Notes payable to executive officer:

      a)    Note dated May 21, 2004 in the amount of $54,000, payable on demand,
            with interest at the rate of 8.5% per annum.  The note is unsecured.
            This note consolidates  into a single promissory note,  several loan
            advances received by the Company in the first and second quarters of
            2004.

      b)    Note dated June 15, 2004 in the amount of $317,000, with interest at
            the rate of 13% per annum. Interest payments are due on the last day
            of each month with the note maturing on August 31, 2004. The note is
            secured by all of the  Company's  assets.  The note was  extended to
            November 30, 2004 and April 30, 2005, respectively.

      c)    Note  payable  effective  April 2,  2003 in the  original  amount of
            $50,000, with a variable interest rate that was 8.4% at December 31,
            2004.  Monthly  payment of principal and interest are  approximately
            $1,300. Note is unsecured and due on demand. The outstanding balance
            on the loan was $47,051 at December 31, 2004.

      d)    Note dated January 1, 2003 in the original amount of $88,000 with an
            interest  rate of 8.5% per annum.  The note is  unsecured.  Interest
            only payments were due for the first  eighteen  months and principal
            and interest payments are due monthly  thereafter until the maturity
            date of December 31,  2005.  The balance on the note was $103,858 at
            December 31, 2004 including accrued interest.

      e)    Note dated  December 31, 2004 in the amount of $111,651,  payable on
            demand,  with  interest  at the rate of 8.5% per annum.  The note is
            unsecured.  This  note  consolidates  in a  single  promissory  note
            several  loan  advances  received  by the  Company  in the third and
            fourth quarters of 2004.

      Maturities for the next five years are as follows:

      December 31, 2005                                                 $598,109
      December 31, 2006                                                   11,400
      December 31, 2007                                                   11,400
      December 31, 2008                                                   11,400
      December 31, 2009                                                    1,251
                                                                        --------
                                                                        $633,560

10.   Long-term debt:

      Note dated May 25, 2004 in the amount of $28,000,  payable on demand, with
      interest at the rate of 8.5% per annum.  The note is unsecured.  This note
      consolidates in a single  promissory  note several loan advances  received
      during the first and second  quarters of 2004. The holder of the note is a
      member of the Board of Directors.

      Note payable  effective August 18, 2003 in the original amount of $50,000,
      with a variable interest rate that was 9.25% at December 31, 2004. Monthly
      payments of  principal  and  interest are  approximately  $1,000.  Note is
      unsecured  and due on  demand.  The  outstanding  balance  on the loan was
      $49,020 at December  31,  2004.  The holder of the note is a member of the
      Board of Directors.


                                       25
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

10. Long-term debt (continued):

      Note dated June 28, 2004 in the amount of $2,500,  payable on demand, with
      interest at the rate of 8.5% per annum. The note is unsecured.  The holder
      of the note is a member of the Board of Directors.

      Note dated  December 31, 2004 in the amount of $8,911,  payable on demand,
      with interest at the rate of 8.5% per annum.  The note is unsecured.  This
      note  consolidates  in a single  promissory  note  several  loan  advances
      received  during the third and fourth  quarters of 2004. The holder of the
      note is a member of the Board of Directors.

      Maturities for the next five years are as follows:
      December 31, 2005                                                  $46,971
      December 31, 2006                                                    7,560
      December 31, 2007                                                    7,560
      December 31, 2008                                                    7,560
      December 31, 2009                                                    7,560
      Thereafter                                                          11,280
                                                                         -------
                                                                         $88,431
      11. Leases - Capital:

      Capitalized  lease with an order  date of March 9, 2004,  in the amount of
      $47,940 plus a 10% buyout amount of $4,794.  Monthly payments of principal
      and  interest in the amount of $1,051  commencing  April 7, 2004,  payable
      over 60 months.  The lease matures in April 2009. The balance of the lease
      was $46,929 at December 31, 2004.  The note is  guaranteed  by a member of
      the Board of Directors.

      At December  31,2004  equipment held under capital leases is summarized as
below:

                                                                          2004
                                                                         -------
      Manufacturing equipment                                            $53,129
      Less: Accumulated depreciation                                       2,656
                                                                         -------
                                                                         $50,743
                                                                         =======
        Minimum Future Lease Payments
        Minimum future lease  payments  under capital  leases as of December 31,
         2004 for each of the next five years and in the aggregate are:

        Year Ended December 31,
        2005                                                            $ 12,612
        2006                                                              12,612
        2007                                                              12,612
        2008                                                              12,612
        2009                                                               7,947
                                                                        --------
        Total minimum lease payments                                      58,395
        Less: Amount representing interest                                11,466
                                                                        --------
        Present value of net minimum lease payment                      $ 46,929
                                                                        ========

      The interest rate on the capitalized lease is 9.7% and is imputed based on
      the lower of the Company's  incremental borrowing rate at the inception of
      the lease or the lessor's implicit rate of return.


                                       26
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

12. Common stock:

      The following  common stock issuances were made in the year ended December
31, 2004:

      -     The  Company  issued  665,738  shares of common  stock for  services
            valued at  $100,600.  Of these  shares,  655,738  were  issued to an
            officer of the Company,  valued at $100,000, or $0.15 per share, the
            closing trading price on the date of issuance.

      -     The  Company  issued  69,534  shares  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  $0.04 to $0.22
            per shares  depending  on the closing  trading  price on the date of
            issuance.

      -     The Company issued 327,869 shares of common stock in settlement of a
            loan payable of $50,000.  These  shares are valued at  approximately
            $0.15 per shares the closing trading price on the date of issuance.

      -     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  $0.07 per shares the closing trading price
            on the date of issuance.

      -     During the year ended  December 31, 2004 the Company  settled  their
            warrant  liability  payable of $115,625  as it related to  1,156,250
            outstanding  common stock  purchases  warrants.  These  warrants had
            given  the  warrant  holder  the  right  to elect  that the  Company
            repurchase  each warrant for  consideration  consisting  of $.10 per
            warrant  plus 40% of one  share  of the  Company's  common  stock or
            exercise the  warrants at $.6875 per warrant less the $.10  feature.
            The warrants were to have  originally  expired on December 31, 2000,
            and had been  extended  for a one-year at each  subsequent  year end
            until  December  31,  2004,  in exchange  for the  warrant  holders'
            forbearance, requiring that the Company repurchase the warrants.

            Under the terms of settlement for these warrants, the Company issued
            1,220,696 shares of common stock (i) 758,197 shares of common stock,
            which was equivalent to the  approximately  $0.1525 market value per
            share,  or  $115,625,  which  settled the  Company's  obligation  to
            repurchase  at  $0.10  per  share  each  of  the  1,156,250   shares
            underlying  the warrant  and (ii)  462,500  shares of common  stock,
            which settled the Company's obligation to redeem the warrants at 40%
            of one  share  for  each  of the  1,156,250  shares  underlying  the
            warrant.

            The total value  recorded  for these  shares is the par value of the
            1,220,696  shares  or  $1,221.  These  warrants  were  sold  by  the
            Company's  prior  management  in  January  1997 as part of a private
            placement  in order to finance  the  purchase  of the  Company's  JM
            Specialties subsidiary.


                                       27
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

      -     In July 1995, in order to obtain  financing for the  acquisition  of
            Greenberg's -L.P., a discontinued subsidiary,  the Company sold to a
            lender for $1,000,  a Convertible  Note which in accordance with the
            terms of the conversion agreement,  was converted by the lender into
            a warrant  to  acquire  shares of stock of the  Company  in a number
            sufficient to equal 6% of the Company's then  outstanding  preferred
            and common stock.  The warrant  contained  anti-dilutive  provisions
            throughout  its six (6) year life which  entitles the warrant holder
            to its applicable  percentages of the Company's capital stock on the
            date the warrant is  exercised.  Under the terms of the  warrant,  a
            total of 314,715 shares, were potentially  issuable on the date that
            the  warrant  expired on October  1, 2001.  The lender had  inquired
            regarding   exercising  its  right  under  the  warrant  before  the
            expiration  date.  The  lender,  who  was in  bankruptcy,  had  held
            discussions with the Company's management,  and did not act upon the
            warrant.  A trustee for lender, and the Company acted on the warrant
            on August 23,  2004.  The Company  issued  314,715  shares of common
            stock to the trustee,  in what the Company  believes is satisfaction
            of  their  obligation  under  these  warrants  at the  time of their
            expiration.  The Company has not heard from the lender's  bankruptcy
            trustee, and has determined that their obligation under this warrant
            has been  satisfied.  The Company has recorded  these 314,715 shares
            issued  at  $1,000  based  on the  original  amount  of the  Company
            received  for the right to  convert  the  Convertible  note into the
            warrant.

      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.

13.   Commitments and contingencies:

      The Company  entered into an amendment  under an existing lease for use of
      27,362 square feet of office and plant space in New Jersey. The terms call
      for a  reduction  in  annual  rent in the  first  year  from  $200,000  to
      $136,800.  The amendment also shifts  responsibility  for snow removal and
      landscaping  from  the  lessee  to the  lessor.  The  new  rental  amounts
      commenced September 1, 2003 and expire December 31, 2008.

      The minimum future rentals on the baking facility are as follows:

                        December 31, 2005                       148,000
                        December 31, 2006                       158,000
                        December 31, 2007                       164,000
                        December 31, 2008                       112,000
                                                                -------
                                                               $582,000

      Rent expense  including real estate taxes and common area charges amounted
      to  $160,661  in 2004  and  $226,377  in 2003 and  includes  straight-line
      amortization of rent adjustments discussed in Note 2.

      The Company  entered into an agreement  for legal  services  commencing on
      November 1, 2003. The agreement calls for a monthly retainer fee of $1,500
      of  which  $750  is to be paid in cash  and  $750 to be paid  through  the
      issuance of an equivalent  number of restricted  common shares based on an
      agreed  upon  market  value  formula.  The  shares  are to be  issued on a
      quarterly basis.


                                       28
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

14.   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 $574,324  during the year ended December 31,
      2004 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, 2004 other than net operating
      losses.

      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 $8,886,000.  The valuation allowance for deferred tax assets
      increased by  approximately  $160,000  during the year ended  December 31,
      2004.  The Company has made no provision  for a deferred tax asset nor for
      the  increase  in  such,  due due to a  valuation  allowance  having  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  $8,886,000 may be offset
      against future taxable income.  The carryforward  losses expire at the end
      of the years 2005 through 2024.


                                       29
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

15.   Common stock options:

      The Board of Directors has full  authority and discretion to determine the
      eligible  participants  to be granted the  options,  the  exercise  option
      price,  the date of issuance and the date of expiration.  The total number
      of shares set aside was  325,000.  At the grant  date the option  exercise
      price was  equal to the fair  market  value of the  Company's  stock.  The
      options  expire  five  years  from the grant  date.  There were no options
      granted during the calendar years 2004 and 2003.

      Information  relating to stock option and warrant  activity for 2004 is as
follows:

                                                                      Weighted
                                                        Shares        Average
                                                      Underlying      Exercise
                                                       Options         Price
                                                      ----------     ----------
      Outstanding at January 1, 2003                   1,386,315     $     0.50
         Granted                                              --             --
         Cancelled                                      (284,000)         (0.66)
                                                      ----------     ----------
      Outstanding at December 31, 2003                 1,102,215     $     0.45
         Granted                                              --             --
         Cancelled                                      (777,215)          0.36
                                                      ----------     ----------
      Outstanding at December 31, 2004                   325,000     $     0.10
                                                      ==========     ==========

      Options exercisable at December 31, 2003         1,077,215     $     0.46
                                                      ==========     ==========
      Options exercisable at December 31, 2004           325,000     $     0.10
                                                      ==========     ==========

                            Stock Options Outstanding

                                                Weighted Avg       Weighted
                                   Shares        Remaining         Average
      Range of                   Underlying     Contractual        Exercise
      Exercise Prices             Options      Life in Years        Price
      ---------------          -----------     --------------     ----------
      $.05-.25                     325,000               1.91          $0.10
                               ===========     ==============     ==========

Stock Options Exercisable

                                                 Weighted Avg      Weighted
                                  Shares          Remaining        Average
      Range of                  Underlying       Contractual       Exercise
      Exercise Prices            Options        Life in Years       Price
      ---------------          -----------     --------------     ----------
      $.05-.25                     325,000               1.91          $0.10
                               ===========     ==============     ==========


                                       30
<PAGE>

          BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. AND SUBSIDIARIES
               (FORMERLY CREATIVE BAKERIES, INC. AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


16.   Discontinued operations:

      In 1998, the Company adopted a formal plan to close their WGJ subsidiary.,
      its New York manufacturing facility, which was done in July of 1998 and to
      dispose of its one  remaining  retail  store,  which was  accomplished  in
      November  1998.  In November  2002,  the Company  received the last of its
      payments  on the  note  receivable  from  the  sale  of  its  discontinued
      operations.  The Company  determined  that the statute of limitations  had
      expired as of December 31, 2003 and 2002 on old accounts  payable  related
      to WGJ and wrote them off accordingly. Income from discontinued operations
      presented in the statement of operations for the year ending  December 31,
      2003 includes $134,625,  related to this adjustment.  The Company does not
      anticipate any further income or loss from its discontinued  operations in
      the future.

      17. Subsequent Events

      Effective  March 1, 2005,  the Company  entered into an agreement,  with a
      computer  consulting  service,  for the  development  and  launching  of a
      commercial  grade  E-commerce  website  for  the  sale  of  the  Company's
      cheesecakes  and bake  goods  over the  Internet.  Under  the terms of the
      agreement,  the  principals  of computer  consulting  company,  along with
      E-commerce developers employed by the computer consultants who participate
      in the  website  design and  development,  will  receive an  aggregate  of
      2,500,000  shares of  restricted  common stock of the  Company;  1,050,000
      shares  will be issued upon  commencement  of the work as set forth in the
      agreement  with  the  balance  of  1,450,000  shares  to  be  issued  upon
      completion and launching of the site for commercial  activity.  The shares
      of common stock when issued will be subject to a voting  rights  agreement
      whereby the holders of the shares will  provide the  Company's  chairman a
      proxy to vote the shares.  The  Company  has not valued the shares  issued
      under these agreements as of March 31, 2005.

      In January 2005 the Company  issued  1,460,000  options to  employees  and
      Board member at an exercise price of $0.08 per share, which is approximate
      fair value of the Company's common stock at the time of grant.

      As of January 1, 2005,  the Company  entered into an employment  agreement
      with the Chief Executive  Officer.  The agreement is for a period of three
      years. Compensation will be $200,000 annually with $100,000 paid in equal,
      weekly  installments  and  $100,000  payable in either cash or stock,  the
      manner of which will be determined by mutual agreement between the Company
      and the Chief  Executive  Officer.  The agreement  also entitles the Chief
      Executive  Officer to a bonus equal to 250% of salary as determined by the
      compensation committee. The agreement also grants 500,000 options at $0.08
      per share.

      As of January 1, 2005,  the Company  entered into an employment  agreement
      with the Chief Financial  Officer.  The agreement is for a period of three
      years.  Compensation  will be $96,000 annually with $48,000 paid in equal,
      weekly  installments  and  $48,000  payable in either  cash or stock,  the
      manner of which will be determined by mutual agreement between the Company
      and the Chief  Financial  Officer.  The agreement  also entitles the Chief
      Financial  Officer to a bonus equal to 250% of salary as determined by the
      compensation committee. The agreement also grants 200,000 options at $0.08
      per share.


                                       31
<PAGE>

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

      On November 17, 2004, the Company's former certified accountants,  Zeller,
Weiss & Kahn LLP ("Zeller") informed the Company that they had resigned.

      Zeller was previously appointed as the Company's certifying accountants on
January 1, 1997. Zeller's reports on the financial statements of the Company for
its fiscal  years  ended  December  31, 2003 and 2002 did not contain an adverse
opinion or a disclaimer  of opinion nor were such reports  qualified or modified
as to uncertainty,  audit scope or accounting principles, except that the report
of Zeller on the  financial  statement of the Company for its fiscal years ended
December 31, 2003 and 2002 included the following separate paragraph:

      "The  accompanying   consolidated  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  continuing  operations for the years ended
      December  31,2003 and 2002 and as of December  31,2003 has a working
      capital   deficiency  in  the  amount  of  $493,733,   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 noted to the financial statements. The accompanying financial
      statements do not include any adjustments that might result from the
      outcome of this uncertainty."

      During the time reports were issued and the interim period in which Zeller
served as the Company's  certifying  accountants  there were no  disagreement(s)
with  Zeller on any matter of  accounting  principles  or  practices,  financial
statement disclosure or auditing scope or procedure,  which disagreement(s),  if
not resolved to the  satisfaction  of Zeller,  would have caused  Zeller to make
reference to the subject matter of such  disagreement(s)  in connection with its
audit report

      On January 13, 2005, the Company's Board of Directors engaged Sherb & Co.,
LLP  ("Sherb") to audit the  consolidated  financial  statements of the Company.
During the Company's two most recent fiscal years and through  January 13, 2005,
the Company has not consulted with Sherb regarding either (i) the application of
accounting principles to a specified transaction,  either completed or proposed;
or the type of audit opinion that might be rendered on the  Company's  financial
statements,  and neither a written  report nor oral advice was provided that was
an important  factor  considered by the Company in reaching a decision as to the
accounting,  auditing or financial  reporting issue; or (ii) any matter that was
either  the  subject  of a  disagreement,  as  that  term  is  defined  in  Item
304(a)(1)(iv)  of  Regulation  S-B and the related  instructions  to Item 304 of
Regulation S-B

ITEM 8A. CONTROLS AND PROCEDURES

      As of the year-end period covered by this Annual Report on Form 10-KSB, we
carried out an evaluation,  under the supervision and with the  participation of
our management,  including our Chief Executive Officer,  of the effectiveness of
the design and operation of our disclosure controls and procedures. Based on the
forgoing, our Chief Executive Officer has concluded that our disclosure controls
and procedures were effective as of the year ended December 31, 2004.

      We maintain disclosure controls and procedures that are designed to ensure
that  information  required  to be  disclosed  in our  Exchange  Act  reports is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and forms,  and that such  information  is  accumulated  and
communicated  to our  management,  including  our Chief  Executive  Officer,  as
appropriate,  to  allow  timely  decisions  regarding  required  disclosure.  In
designing and  evaluating  the disclosure  controls and  procedures,  management
recognized  that any controls and  procedures,  no matter how well  designed and
operated,  can provide only  reasonable and not absolute  assurance of achieving
the desired  control  objectives.  In reaching a reasonable  level of assurance,
management  was required to apply its judgment in  evaluating  the  cost-benefit
relationship of possible controls and procedures. In addition, 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 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.


                                       32
<PAGE>

ITEM 8B. OTHER INFORMATION

On August 31, 2004,  the $317,000 note payable to an officer  matured.  The note
was extended to November 30, 2004 and April 30, 2005, respectively.

On December  9, 2004 the Company  entered  into a Warrant  Exchange  and Release
Agreement with the Bailey Family Trust, Fortuna Investment Partners, and Fortuna
Unplugged whereby the Company exchanged warrants totaling $115,625 for 1,220,696
shares of common stock.

                                    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 and executive officers of the Company:

<TABLE>
<CAPTION>
------------------------------------------ --------------------------------------------- -------------------------
Name of Director or
Executive Officer,
Age and Position                           Principal Occupation                          Date of Initial
Held with Company                          For Previous Five Years                       Election as Director
------------------------------------------ --------------------------------------------- -------------------------
<S>                                        <C>                                           <C>
Ron Schutte, 48                            Chief Executive Officer,                      June 1, 2001
President and Director                     Aug. 2000 - May 2001
                                           Brooklyn Cheesecake Company
                                           Apr. 1999 - Jul 2000
                                           Crestwood Consulting
                                           Mar 1997 - Mar 1999
                                           Mother's Kitchen
                                           July 1982 - Feb 1997
                                           Pres,Creative Bakers Inc.
                                           Brooklyn, NY
------------------------------------------ --------------------------------------------- -------------------------

Anthony Merante, 44                        Certified Public Accountant                   January 2003
Vice-President and                         Chief Financial Officer
Director
------------------------------------------ --------------------------------------------- -------------------------

Carmelo Foti, 52                           VP & Manager Credit & Marketing National      January 2003
Director                                   Bank Of Egypt, NY Branch
------------------------------------------ --------------------------------------------- -------------------------
Vincent Bucchimuzzo, 51                    Executive for CINN Worldwide                  January 2003
Director                                   Westchester Venture Group
                                           Univest Partners 1982-1995
------------------------------------------ --------------------------------------------- -------------------------
Liborio Borsellino                         Partner, RBC and Associates                   August 2004
Director
------------------------------------------ --------------------------------------------- -------------------------
David Rabe                                 President, Interpro Systems, Inc.             August 2004
Director
------------------------------------------ --------------------------------------------- -------------------------
</TABLE>


                                       33
<PAGE>

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

The Securities and Exchange  Commission  (the  "Commission")  has  comprehensive
rules  relating  to the  reporting  of  securities  transactions  by  directors,
officers and  shareholders  who  beneficially own more than 10% of the Company's
Common Shares (collectively,  the "Reporting Persons").  These rules are complex
and  difficult  to  interpret.  Based  solely on a review of  Section 16 reports
received by the Company from  Reporting  Persons,  the Company  believes that no
Reporting  Person has failed to file a beneficial  ownership  report on a timely
basis during the most recent fiscal year,  except for Messrs Schutte and Merante
who filed beneficial ownership reports late.

ITEM 10. EXECUTIVE COMPENSATION

Compensation of Directors

Directors of the Company  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.

Executive Compensation

The following table sets forth  compensation paid to the Chief Executive Officer
and to executive officers of the Company, excluding those executive officers who
did not receive an annual salary and bonus in excess of $100,000,  for the three
years ended December 31, 2004

<TABLE>
<CAPTION>
                                                                                      Other Annual
 Name and Principal Position       Year       Salary ($)           Bonus ($)          Compensation
 ---------------------------       ----       ----------           ---------          -------------
<S>                                <C>        <C>                  <C>                <C>
 Ron Schutte, CEO                  2004       $200,000             $0.00              $0.00

                                   2003       $100,000             $0.00              $0.00

                                   2002       $150,000             $0.00              $0.00
</TABLE>


No other executive officer received a salary and bonus in excess of $100,000 for
the three years ended December 31, 2004.



                                       34
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

The  following  table  sets forth the number  and  percentage  of Common  Shares
beneficially  owned,  as of December 31, 2004,  by: (i) all persons known by the
Company to be the beneficial owner of more than 5% of the outstanding  shares of
Common  Stock;  (ii) each  director  of the  Company;  (iii)  each of the "named
executive officers" as defined under the rules and regulations of the Securities
Act of 1933, as amended;  and (iv) all  directors and executive  officers of the
Company as a group (6 persons):

<TABLE>
<CAPTION>
----------------------------------------- -------------------------------------- --------------------------
Name of Beneficial Owner                  No. of Shares Beneficially Owned       Percent
----------------------------------------- -------------------------------------- --------------------------
Directors and Executive Officers:
----------------------------------------- -------------------------------------- --------------------------
<S>                                        <C>                                   <C>
Ronald L. Schutte                          1,137,167 (1)                         13.4%
----------------------------------------- -------------------------------------- --------------------------
Anthony J. Merante                           449,298                              5.3%
----------------------------------------- -------------------------------------- --------------------------
Yona Gonen                                   451,000                              5.3%
----------------------------------------- -------------------------------------- --------------------------
Philip Grabow                                500,000                              5.9%
----------------------------------------- -------------------------------------- --------------------------
Righthand & Co.                              500,000                              5.9%
----------------------------------------- -------------------------------------- --------------------------
Bailey Family Trust                          840,041                              9.9%
----------------------------------------- -------------------------------------- --------------------------
ICM Asset Managment                          882,000                             10.4%
----------------------------------------- -------------------------------------- --------------------------
Fortuna & Fortuna Unplugged                  580,655                              6.8%
----------------------------------------- -------------------------------------- --------------------------
Directors and Nominal Executives as a      1,786,465                             21.0%
Group (6 persons)
----------------------------------------- -------------------------------------- --------------------------
</TABLE>

*   Less than 1%
(1) Includes 250,000 options exercisable at $.07 per share.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Notes from Chairman and Chief Executive Officer

Note dated May 21,  2004 in the  amount of  $54,000,  payable  on  demand,  with
interest  at the  rate of 8.5%  per  annum.  The note is  unsecured.  This  note
consolidates  into a single  promissory note,  several loan advances received by
the Company in the first and second quarters of 2004.

Note dated June 15, 2004 in the amount of $317,000, with interest at the rate of
13% per annum.  Interest payments are due on the last day of each month with the
note  maturing on August 31, 2004.  The note is secured by all of the  Company's
assets.  The note  was  extended  to  November  30,  2004 and  April  30,  2005,
respectively.

Note payable  effective April 2, 2003 in the original amount of $50,000,  with a
variable  interest rate that was 8.4% at December 31, 2004.  Monthly  payment of
principal and interest are  approximately  $1,300.  Note is unsecured and due on
demand. The outstanding balance on the loan was $47,051 at December 31, 2004.

Note dated  January 1, 2003 in the  original  amount of $88,000 with an interest
rate of 8.5% per annum.  The note is unsecured.  Interest only payments were due
for the first  eighteen  months and  principal  and  interest  payments  are due
monthly  thereafter until the maturity date of December 31, 2005. The balance on
the note was $103,858 at December 31, 2004 including accrued interest.

Note dated December 31, 2004 in the amount of $111,651,  payable on demand, with
interest  at the  rate of 8.5%  per  annum.  The note is  unsecured.  This  note
consolidates in a single  promissory note several loan advances  received by the
Company in the third and fourth quarters of 2004.



                                       35
<PAGE>

Notes from Vice-President and Chief Financial Officer

Note dated May 25,  2004 in the  amount of  $28,000,  payable  on  demand,  with
interest  at the  rate of 8.5%  per  annum.  The note is  unsecured.  This  note
consolidates in a single  promissory note several loan advances  received during
the first and second quarters of 2004. The holder of the note is a member of the
Board of Directors.

Note payable effective August 18, 2003 in the original amount of $50,000, with a
variable interest rate that was 9.25% at December 31, 2004.  Monthly payments of
principal and interest are  approximately  $1,000.  Note is unsecured and due on
demand.  The  outstanding  balance on the loan was $49,020 at December 31, 2004.
The holder of the note is a member of the Board of Directors.

Note dated  December 31, 2004 in the amount of $8,911,  payable on demand,  with
interest  at the  rate of 8.5%  per  annum.  The note is  unsecured.  This  note
consolidates in a single  promissory note several loan advances  received during
the third and fourth quarters of 2004. The holder of the note is a member of the
Board of Directors.

The Purchase of the assets of Brooklyn Cheesecake Company Inc.

On March 7, 2002, the assets of the Brooklyn  Cheesecake  Company were purchased
by Brooklyn Cheesecake & Desserts Company, Inc, f/k/a Creative Bakeries Inc. for
300,000  shares of stock and  $45,000 in cash.  These  assets  were owned by our
current C.E.O. and board member Ron Schutte.

ITEM 13.  EXHIBITS

EXHIBITS

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.

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.

4.3      Loan Agreement, dated July 10, 1995, by and between InterEquity Capital
         Partners,  L.P.  and the  Company.  Incorporated  by  reference  to the
         Company's  Registration  Statement  on Form  SB-2  Registration  Number
         33-96094.



                                       36
<PAGE>


10.1     Employment  Agreement,  dated July 10, 1995, by and between the Company
         and  Stephen   Fass.   Incorporated   by  reference  to  the  Company's
         Registration Statement on Form SB-2 Registration Number 33-96094.

10.2     Employment  Agreement,  dated as of July 10,  1995,  by and between the
         Company and Willa Rose Abramson.

10.3     Employment  Agreement,  dated as of July 10,  1995,  by and between the
         Company and Maria  Maggio  Marfuggi.  Incorporated  by reference to the
         Company's  Registration  Statement  on Form  SB-2  Registration  Number
         33-96094.

10.4     Employment Agreement and Consulting Agreement,  dated July 10, 1995, by
         and between the Company and Seth  Greenberg.  Incorporated by reference
         to the  Company's  Registration  Statement  on Form  SB-2  Registration
         Number 33-96094.

10.5     Consulting  Agreement,  dated July 10, 1995, by and between the Company
         and  William  Greenberg  Jr.  and  Carol  Greenberg.   Incorporated  by
         reference  to  the  Company's   Registration  Statement  on  Form  SB-2
         Registration Number 33-96094.

10.6     Departmental  License Agreement  effective February 1995 by and between
         the Company and Macy's  East,  Inc.  Incorporated  by  reference to the
         Company's  Registration  Statement  on Form  SB-2  Registration  Number
         33-96094.

10.8     Form of Warrant for InterEquity Capital Partners,  L.P. Incorporated by
         reference  to  the  Company's   Registration  Statement  on  Form  SB-2
         Registration Number 33-96094.

10.9     1995 William  Greenberg Jr. Desserts and Cafes, Inc. Stock Option Plan.
         Incorporated  by reference to the Company's  Registration  Statement on
         Form SB-2 Registration Number 33-96094.

10.10    Lease  Agreement  dated  July  1995  between  the  Company  and  Murray
         Greenstein.  Incorporated  by reference to the  Company's  Registration
         Statement on Form SB-2 Registration Number 33-96094.

10.11    Lease  Agreement  dated  January 1994 between  Schnecken  Baking Realty
         Corp. and Gerel Corporation. Incorporated by reference to the Company's
         Registration Statement on Form SB-2 Registration Number 33-96094.

10.12    Assignment  and Assumption of Lease dated July 1995 between the Company
         and  Schnecken  Baking  Realty Corp.  Incorporated  by reference to the
         Company's  Registration  Statement  on Form  SB-2  Registration  Number
         33-96094.

10.13    Lease dated April 1991 between Greenberg's 35th Street Baking Co., Inc.
         and  Rugby  Managed  Asset  Fund.  Incorporated  by  reference  to  the
         Company's  Registration  Statement  on Form  SB-2  Registration  Number
         33-96094.

10.14    Assignment  and Assumption of Lease dated July 1995 between the Company
         and Greenberg's 35th Street Baking Co. Incorporated by reference to the
         Company's  Registration  Statement  on Form  SB-2  Registration  Number
         33-96094.

10.15    Lease dated May 1989 as modified in January  1991  between  Greenberg's
         Triple S. Baking Co.,  Inc. and Stahl Real Estate Co.  Incorporated  by
         reference  to  the  Company's   Registration  Statement  on  Form  SB-2
         Registration Number 33-96094.


                                       37
<PAGE>

10.16    Assignment  and Assumption of Lease dated July 1995 between the Company
         and Greenberg's Triple S. Baking Co., Inc. Incorporated by reference to
         the Company's  Registration  Statement on Form SB-2 Registration Number
         33-96094.

10.17    Consulting  Agreement,  dated July 10, 1995, by and between the Company
         and  Marilyn  Miller.   Incorporated  by  reference  to  the  Company's
         Registration Statement on Form SB-2 Registration Number 33-96094.

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

10.19    Sublease  dated December 1995 between  Timothy's  Coffees of the World,
         Inc.,  and the Company.  Incorporated  by  reference  to the  Company's
         Registration Statement on Form SB-2 Registration Number 33-96094.

10.20    Lease dated  March 8, 1995  between  Harran  Holding  Corp.,  c/o A. J.
         Clarke  Management  and the Company.  Incorporated  by reference to the
         Company's Annual Report for the fiscal year ended December 31, 1995, on
         Form 10-KSB Commission File Number 1-13984.

10.21    Agreement  dated  January 13, 1996 by and between the Company and Barry
         Kaplan  Associates.  Incorporated by reference to the Company's  Annual
         Report for the fiscal  year ended  December  31,  1995,  on Form 10-KSB
         Commission File Number 1-13984.

10.22    Employment  Agreement,  dated  January  23,  1997,  by and  between the
         Company and Philip Grabow.  Incorporated  by reference to the Company's
         Annual  Report for the fiscal year ended  December  31,  1996,  on Form
         10-KSB Commission.

10.23    Form of Warrant for the Private  Placement made in conjunction with the
         JMS Subsidiary acquisition.  Incorporated by reference to the Company's
         Annual  Report for the fiscal year ended  December  31,  1996,  on Form
         10-KSB Commission.

10.24    Stock Purchase Agreement dated August 28, 1997, between the Company and
         Yona  Abrahami.  Incorporated  by  reference to the  Company's  Current
         Report on Form 8-K,  dated  September  11, 1997 and Form  8-K/A,  dated
         November 17, 1997.

10.25    Employment Agreement dated August 28, 1992 between the Company and Yona
         Abrahami.  Incorporated by reference to the Company's Current Report on
         Form 8-K, dated  September 11, 1997 and Form 8-K/A,  dated November 17,
         1997.

10.26    Employment  Agreement  dated  August 28,  1992  between the Company and
         David  Abrahami.  Incorporated  by reference to the  Company's  Current
         Report on Form 8-K,  dated  September  11, 1997 and Form  8-K/A,  dated
         November 17, 1997.

10.27    Amendment to Stock Purchase Agreement dated March 10, 1997, between the
         Company and Yona Abrahami.  Incorporated  by reference to the Company's
         Annual  Report for the fiscal year ended  December  31,  2002,  on Form
         10KSB/A No. 2.

10.28    Sixth Amendment to Lease dated October 31, 2003 between the Company and
         Airport Plaza Shopping Center, L.L.C.  Incorporated by reference to the
         Company's Annual Report for the fiscal year ended December 31, 2003, on
         Form 10KSB/A No. 2.

10.29    Loan and Security  Agreement  dated October 9, 2003 between the Company
         and  Fairfield  Gourmet  Food Corp.  Incorporated  by  reference to the
         Company's Annual Report for the fiscal year ended December 31, 2003, on
         Form 10KSB/A No. 2.



                                       38
<PAGE>

*10.30   Loan and Security Agreement dated September 1, 2004 between the Company
         and Ronald L Schutte.

*10.31   Note dated September 1, 2004 between the Company and Ronald L Schutte.

*10.32   Loan and Security  Agreement dated December 1, 2004 between the Company
         and Ronald L Schutte.

*10.33   Note dated December 1, 2004 between the Company and Ronald L Schutte.

*10.34   Employment  agreement  dated  January 1, 2005  between  the Company and
         Ronald L Schutte.

*10.35   Employment  agreement  dated  January 1, 2005  between  the Company and
         Anthony J. Merante.

10.36    Website  Development  and  Service  Agreement  between  the Company and
         Burbro  Capital,  Inc.  dated  as of  March 1,  2005.  Incorporated  by
         reference to the  Company's  Current  Report on Form 8-K dated March 7,
         2005.

*10.37   Form of Warrant Exchange and Release  Agreement between the Company and
         Bailey Family Trust,  Fortuna Investment Partners and Fortuna Unplugged
         dated December 9, 2004.

*10.38   Promissory Note dated December 31, 2004 between the Company and Anthony
         J. Merante.

21.1     List of  Subsidiaries  of the Company,  the state of  incorporation  of
         each,  and  the  names  under  which  such  subsidiaries  do  business.
         Incorporated by reference to the Company's Annual Report for the fiscal
         year ended December 31, 2002, on Form 10KSB/A No. 2.

*31.1    Certification of Chief Executive Officer and president  pursuant to the
         Sarbanes-Oxley Act of 2002.

*31.2    Certification of Chief Financial Officer and vice-president pursuant to
         the Sarbanes-Oxley Act of 2002.

*32.1    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
         Section 906 of the Sarbanes Oxley-Act of 2002.

*32.2    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
         Section 906 of the Sarbanes Oxley-Act of 2002.

----------
* Filed Herewith.



                                       39
<PAGE>

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 our principal Accountant for the 2004 and 2003 fiscal
years.

                                        Fiscal 2004               Fiscal 2003
                                        -----------               -----------
Audit Fees                                 $ 34,919                  $ 27,000
Audit-Related Fees                                0                         0
Tax Fees                                          0                         0
All Other Fees                                    0                         0
                                           --------                  --------
         Total                             $ 34,919                  $ 27,000
                                           ========                  ========

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 2004 were pre-approved by the entire
Board of Directors.



                                       40
<PAGE>

SIGNATURES

In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act of  1934,  the
registrant  duly  caused  this  report  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized on April 15, 2005.

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

By: /s/Ron Schutte
President 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
March 31, 2005.

Signatures                                  Title
------------------------------              ------------------------------------

/s/Ron Schutte                              President, Chief Executive
------------------------------              Officer/Director
Ron Schutte

/s/ Anthony Merante                         Vice-President, Chief Financial
------------------------------              Officer/Director
Anthony Merante

/s/ Carmelo Foti                            Director
------------------------------
Carmelo Foti

/s/ Vincent Bucchimuzzo                     Director
------------------------------
Vincent Bucchimuzzo

/s/Liborio Borsellino                       Director
------------------------------
Liborio Borsellino

/s/David Rabe                               Director
------------------------------
David Rabe



                                       41