**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, 2007**      **Commission
      File Number: 0-13984**





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


(Exact
      name of registrant as specified in its charter)




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




**20
      Passaic Avenue**


**Fairfield,
      NJ 07004**


(Address
                of principal executive offices, Zip
                Code)




**(973)
      808-8248**


(Issuer's
      Telephone Number, including Area Code)





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





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




Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the past 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days. Yes x No
o





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.x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





Issuer's
      revenue for its most recent fiscal year was $15,787.





The
      aggregate market value of the voting common stock held by non-affiliates of
      the
      issuer, as of March 31, 2008 was approximately $105,094 (based on the average
      closing bid and asked prices of the registrant’s common stock in the
      over-the-counter market).





As
      of
      March 31, 2008, 684,445 shares of registrant’s common stock, par value $.025 per
      share, were issued and outstanding (based on the registrant’s 1:25 reverse stock
      split of outstanding common stock effective March 20, 2006).




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









BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


FORM
      10-KSB


YEAR
      ENDED DECEMBER 31, 2007


TABLE
      OF
      CONTENTS




Page**PART
                  I**Item 1.
              Description
                  of Business
              
              3Item 2.
              Description
                  of Property
              
              4Item 3.
              Legal
                  Proceedings
              
              4Item 4.
              Submission
                  of Matters to a Vote of Security Holders
              
              4**PART
                  II**Item 5.
              Market
                  for Common Equity and Related Stockholder Matters
                  and Small Business Issuer Purchases of Equity Securities
              
              5Item 6.
              Management’s
                  Discussion and Analysis or Plan
                  of Operations
              
              7Item 7.
              Financial
                  Statements
              
              11Item 8.
              Changes
                  In and Disagreements With Accountants on Accounting
                  and Financial Disclosure
              
              25Item 8A.
              Controls
                  and Procedures
              
              25Item 8B.
              Other
                  Information
              
              27**PART
                  III**Item 9.
              Directors,
                  Executive Officers, Promoters, Control Persons and Corporate
                  Governance; Compliance with Section 16(a) of the Exchange
                  Act
              
              27Item 10.
              Executive
                  Compensation
              
              28Item 11.
              Security
                  Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters
              
              30Item 12.
              Certain
                  Relationships and Related Transactions, and Direct
                  Independence
              
              31Item 13.
              Exhibits
              
              32Item 14.
              Principal
                  Accountant Fees and Services
              
              34SIGNATURES
              
              35




2




**PART
      I**





**FORWARD
      LOOKING STATEMENTS**




Except
      for historical information, this document contains various “forward-looking
      statements” within the meaning of Section 27A of the Securities Act of 1933, as
      amended, and Section 21E of the Securities Exchange Act of 1934, as amended
      (the
“Exchange Act”). These forward-looking statements involve risks and
      uncertainties, including, among other things, statements regarding our revenue
      mix, anticipated costs and expenses, development, relationships with strategic
      partners and other factors discussed under “Description of Business” and
“Management's Discussion and Analysis”. These forward-looking statements may
      include declarations regarding our belief or current expectations of management,
      such as statements indicating that “we expect,” “we anticipate,” “we intend,”
“we believe,” and similar language. We caution that any forward-looking
      statement made by us in this Form 10-KSB or in other announcements made by
      us
      are further qualified by important factors that could cause actual results
      to
      differ materially from those projected in the forward-looking statements,
      including without limitation the risk factors set forth in this Form 10-KSB
      beginning on page 9.





**ITEM
      1. DESCRIPTION OF BUSINESS**





**THE
      FOLLOWING REPORT ON FORM 10-KSB REFLECTS THE REVERSE SPLIT OF OUR ISSUED AND
      OUTSTANDING COMMON STOCK EFFECTIVE MARCH 20, 2006. UNLESS OTHERWISE NOTED,
      ALL
      REFERENCES TO COMMON STOCK IN THIS REPORT TAKE INTO ACCOUNT AND REFLECTS THE
      REVERSE SPLIT. ADDITIONALLY THIS REPORT REFLECTS THE TRANSFER OF CERTAIN ASSETS
      TO OUR FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER FOR THE FORGIVENESS AND
      THE
      ASSUMPTION OF $1,145,315 OF THE COMPANY’S DEBT OBLIGATIONS.**





**GENERAL**





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





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





**TRADEMARKS**





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




3




**PLAN
      OF OPERATION**





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





**EMPLOYEES**





As
      of
      December 31, 2007, Brooklyn Cheesecake & Desserts Company had one executive
      officer and no employees. Anthony J. Merante is the Chairman, President, Chief
      Financial Officer, Chief Executive Officer and Corporate Secretary.





**ITEM
      2. DESCRIPTION OF PROPERTY**





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





**ITEM
      3. LEGAL PROCEEDING**





None.





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





The
      Company held its Annual Meeting of Shareholders on February 4, 2008 with the
      following proposals being submitted to a vote of shareholders:




1.  To
      elect
      five (5) Directors to serve until the next Annual Meeting of Stockholders and
      until their respective successors have been duly elected and
      qualified;





2.  To
      ratify
      the selection of Sherb & Co., LLP as our independent accountants for
      2007;





3.  To
      authorize, approve and ratify an exchange transaction pursuant to which we
      have
      transferred $734,000 of our assets to Brooklyn Cheesecake & Desserts
      Company, Inc. (“BCAK-NJ”) in exchange for cancellation of $377,030 of
      indebtedness to Ronald Schutté and the assumption by BCAK-NJ of our accounts
      payable, accrued liabilities and obligations under our building lease pursuant
      to the terms of an Exchange Agreement dated March 28, 2006; and





4.  To
      transact such other business as may properly come before the Annual Meeting
      and
      any adjournment or adjournments thereof.




The
      record date for determining stockholders eligible to vote at the meeting was
      December 27, 2007. On the record date, there were 684,445 shares of the
      Company's common stock outstanding and eligible to vote. There were present
      at
      the meeting 515,597 shares, representing 75.33% of the common stock outstanding.




Each
      nominee for the Board of Directors was elected at the Annual Meeting. The
      following number of votes was cast for and against each nominee.




For
            
            
            AgainstAnthony
                J. Merante
            
            
            515,517
            
            
            0Liberio
                Borsellino
            
            
            515,517
            
            
            0Carmelo
                L. Foti
            
            
            515,517
            
            
            0David
                Rabe
            
            
            515,517
            
            
            0Donald
                O’Toole
            
            
            515,517
            
            
            0




4




The
      stockholders also approved the three remaining proposals. The following votes
      were tabulated.




For
            
            
            Against
            
            
            AbstainProposal
                2
            
            
            515,517
            
            
            0
            
            
            80Proposal
                3
            
            
            459,411
            
            
            6,260
            
            
            660Proposal
                4
            
            
            452,071
            
            
            14,180
            
            
            80




**PART
      II**





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





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





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




Period
              
              
              High
              
              
              LowFiscal
                  Year 2006:First
                  Quarter
              
              
              .30
              
              
              .26Second
                  Quarter
              
              
              .26
              
              
              .26Third
                  Quarter
              
              
              .26
              
              
              .26Fourth
                  Quarter
              
              
              .26
              
              
              .25Fiscal
                  Year 2007:First
                  Quarter
              
              
              .28
              
              
              .25Second
                  Quarter
              
              
              .28
              
              
              .25Third
                  Quarter
              
              
              .25
              
              
              .25Fourth
                  Quarter
              
              
              .49
              
              
              .20


The
      above
      quotations reflect inter-dealer prices, without retail mark-up, markdown or
      commission and may not reflect actual transactions. On April 11, 2008, the
      closing bid price for our common stock was $0.25 per share.





As
      of
      March 31, 2008, we had 75 stockholders of record of our common stock. Such
      number of record holders was derived from the records maintained by our transfer
      agent, Computershare Trust Co.





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





RECENT
      SALES OF UNREGISTERED SECURITIES





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




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




5





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





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





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





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





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





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





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





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





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





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





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


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




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





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




6




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





**GENERAL
      - Recent Developments**





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





We
      presently do not have sufficient cash to implement our business plan. We have
      experienced this lack of liquidity throughout 2006 and 2007, causing us to
      be
      unable to meet our obligations as they come due. We believe that we need to
      raise or otherwise obtain at least $1,000,000 in additional financing in order
      to satisfy our existing obligations and implement our business plan.  If
      we are
      not successful in obtaining such financing, we may not be able to continue
      to
      operate our business.





Although
      management is hopeful that 2008 licensing fees will increase and be sufficient
      to pay related expenses, they will also look for additional
      opportunities.





The
      following discussion and analysis should be read in conjunction with the
      financial statements and the related notes thereto included in this Form 10-KSB
      at Item 7.





**Critical
      Accounting Policies**





Revenue
      Recognition:





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





Stock
      Based Compensation:





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





**RESULTS
      OF OPERATIONS**





The
      Company’s revenues from continuing operations aggregated $15,787 and $13,084 for
      the years-ended December 31, 2007 and 2006 respectively, an increase of $2,703.
      The increase is attributable to having a full year of revenue in 2007. Licensing
      began March 28, 2006.




7




Selling,
      general and administrative expenses were $64,243 and $192,383 for the
      years-ended December 31, 2007 and 2006 respectively, a decrease of $128,140.
      The
      decrease was attributable to a reduction of Director fees, insurance expense
      and
      professional fees.





Interest
      expense increased in 2007 to $105,950 from $79,463, a increase of $26,487,
      or
      33.3%, in comparison to a decrease in 2006 to $79,463 from $152,366, a decrease
      of $72,903, or 47.8%. The 2007 increase was a result of a full year of interest
      expense in 2007 and reclassifying the first quarter interest expense in 2006
      to
      discontinued operations, in addition to the debt reduction, as part of the
      exchange agreement with the former chief executive officer.





The
      gain
      from discontinued operations decreased to $0 from $143,590 a decrease of
      $143,590 or 100%. This was a result of the exchange agreement in 2006 whereby
      the baking operation, which produced substantial losses over the years was
      no
      longer included.




**SEGMENT
      INFORMATION**





Not
      applicable.




**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, 2007, the Company had a negative working capital of $1,061,063
      as
      compared to a negative working capital of $912,657 at December 31,
      2006.





Net
      Cash
      Used in Operating Activities for the year ended December 31, 2007 of $28,030
      was
      due to our loss from continuing operations of ($154,406) and a decrease in
      accounts receivable of $5,787, offset by an increase in accounts payable and
      accrued expenses of $126,163 and amortization expense of $6,000.





Net
      Cash
      Provided by Financing Activities during the year ended December 31, 2007 of
      $29,623 was due to cash advances from the officer.





As
      of
      March 31, 2008, the Company had cash of $1,225. We do not have sufficient cash
      on hand to fund as operations for the next twelve months. Current operations
      are
      being funded by licensing fees and cash advances from our chief executive
      officer. All fees through December 31, 2007 are currently included in fees
      receivable.





Although
      the Company has previously been successful in obtaining sufficient capital
      funds
      through issuance of common stock and warrants, there can be no assurance that
      the Company will be able to do so in the future.





**INFLATION
      AND SEASONALITY:**




Licensing
      revenue will vary since it is tied to peak baking seasons. Revenues are affected
      by holiday seasons such as Thanksgiving, Christmas, Jewish New Year, Easter
      and
      Passover.





**OFF-BALANCE
      SHEET ARRANGEMENTS**





There
      were no off-balance sheet arrangements during the year ended December, 31 2007
      that have or are reasonably likely to have, a current or future effect on our
      financial condition, changes in financial condition, revenues or expenses,
      results of operations, liquidity, capital expenditures or capital resources
      that
      is material to our interests.




8




**RISK
      FACTORS**





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





The
      reports of our independent Certified Public Accountants dated, April 8, 2008
      and
      April 13, 2007 for the December 31, 2007 and 2006 condensed financial
      statements, respectively contained an explanatory paragraph that states that
      our
      recurring losses from operations and working capital deficit raise substantial
      doubt about our ability to continue as a going concern. The condensed financial
      statements do not include any adjustments that might result from the outcome
      of
      that uncertainty. We believe we will need to raise more money to finance our
      operations and sustain our business model. We may not be able to obtain
      additional financing on acceptable terms, or at all. Any failure to raise
      additional financing will likely place us in significant financial
      jeopardy.





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





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







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





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




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





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





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





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





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




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





Our
      Common Stock has traded as low as $.20 per share and as high as $.49 per share
      in the twelve month ended December 31, 2007. 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:




9




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


·
            Fluctuation
                in our operating results;


·
            Concerns
                about our ability to finance our continuing
                operations;


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


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





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





The
      trading volume in our common shares has been relatively limited. A consistently
      active trading market for our Common Stock may not continue on the
      Over-The-Counter-Bulletin-Board. The average trading volume in our Common Stock
      on the Over-The-Counter-Bulletin-Board for the year ended December 31, 2007
      was
      approximately 225 shares.




*Possible
      adverse effect of issuance of preferred stock*




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





10





**ITEM
        7. FINANCIAL STATEMENTS**




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.




**TABLE
      OF CONTENTS**


Report
                  of Independent Registered Public Accounting Firm
              
              
              12Balance
                  Sheet
              
              
              13Statements
                  of Operations
              
              
              14Statements
                  of Changes in Stockholders' Deficiency
              
              
              15Statements
                  of Cash Flows
              
              
              16Notes
                  to Financial Statements
              
              
              17-24




11




Report
      of Independent Registered Public Accounting Firm





To
      The
      Board of Directors and shareholders


Brooklyn
      Cheesecake & Desserts Company, Inc.





We
      have
      audited the accompanying balance sheet of Brooklyn Cheesecake & Desserts
      Company, Inc. as of December 31, 2007, and the related statements of operations,
      changes in stockholders' deficiency, and cash flows for the years ended December
      31, 2007 and 2006. These financial statements are the responsibility of the
      Company's management. Our responsibility is to express an opinion on these
      financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purposes of expressing an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audits provide
      a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Brooklyn Cheesecake & Desserts
      Company, Inc. as of December 31, 2007, and the results of its operations and
      cash flows for the years ended December 31, 2007 and 2006, in conformity with
      accounting principles generally accepted in the United States of
      America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As shown in the accompanying financial statements,
      the Company incurred significant losses from operations for the years ended
      December 31, 2007 and 2006 and as of December 31, 2007 has a working capital
      deficiency in the amount of $1,061,063, which raises substantial doubt about
      the
      Company's ability to continue as a going concern. The accompanying financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.







/s/
      Sherb
& Co., LLP


Certified
      Public Accountants





Boca
      Raton, Florida


April
      8,
      2008




12


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


BALANCE
      SHEET - DECEMBER 31, 2007


ASSETSCurrent
                  assets:Cash
              
              $
              1,593Accounts
                  receivable
              
              
              18,871Total
                  current assets
              
              
              20,464Other
                  assets:Tradename,
                  net of amortization
              
              
              55,125Total
                  other assets
              
              
              55,125$
              75,589LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCYCurrent
                  liabilities:Accounts
                  payable
              
              $
              25,313Accrued
                  expenses
              
              
              195,313Notes
                  payable
              
              
              815,000Cash
                  advances, officer
              
              
              45,901Total
                  current liabilities
              
              
              1,081,527Stockholders'
                  deficiency:Preferred
                  stock $.001 par value, authorized 2,000,000 shares, none
                  issued
              
              
              -Common
                  stock, $.025 par value, authorized 30,000,000shares,
                  issued and outstanding 684,445 shares
              
              
              17,110Additional
                  paid-in capital
              
              
              12,254,135Accumulated
                  deficit
              
              
              (13,277,183
              )Total
                  stockholders' deficiency
              
              
              (
                  1,005,938
              )$
              75,589




See
      notes
      to financial statements.




13


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
      OF OPERATIONS


Years
                  Ended December 31,2007
              
              2006Licensing
                  fees
              
              $
              15,787
              
              $
              13,084Selling,
                  general and administrative expenses
              
              
              64,243
              
              
              192,383Interest
                  expense
              
              
              105,950
              
              
              79,463(
                  170,193
              )
              
              (
                  271,846
              )Loss
                  from continuing operations
              
              
              (
                  154,406
              )
              
              (
                  258,762
              )Discontinued
                  operationsLoss
                      from discontinued operations
              
              
              -
              
              
              (383,781
              )Gain
                  on disposal of assets
              
              
              -
              
              
              527,371Gain
                      (loss) from discontinued operations
              
              
              -
              
              
              143,590Net
                  loss
              
              
              ($
                  154,406
              )
              
              ($
                  115,172
              )Earnings
                  per common share:Basic
                  and diluted:Loss
                  from continuing operations
              
              $
              (0.23
              )
              $
              (0.39
              )Gain
                  (loss) from discontinued operations
              
              $
              -
              
              $
              0.22Net
                  loss per common share
              
              $
              (
                  0.23
              )
              $
              (
                  0.17
              )Weighted
                  average number of common shares outstanding basic and
                  diluted
              
              
              684,445
              
              
              666,369


See
      notes
      to financial statements.





14


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
      OF CHANGES IN STOCKHOLDERS’ DEFICIENCY


YEARS
      ENDED DECEMBER 31, 2007 AND 2006


Common
                  StockNumber
              
              
              
              Additional
              
              
              
              Totalof
              
              
              
              Paid-in
              
              Accumulated
              
              Stockholders’Shares
              
              Amount
              
              Capital
              
              Deficit
              
              DeficiencyBalance
                  at December 31, 2005
              
              
              541,013
              
              $
              13,525
              
              $
              12,078,449
              
              
              ($13,007,605
              )
              
              ($915,631
              )Stock
                  issued for salary
              
              
              40,400
              
              
              1,010
              
              
              49,490
              
              
              -
              
              
              50,500Stock
                  issued for professional services
              
              
              30,000
              
              
              750
              
              
              36,750
              
              
              -
              
              
              37,500Stock
                  issued for repayment of debt
              
              
              9,032
              
              
              225
              
              
              11,046
              
              
              -
              
              
              11,271Stock
                  issued for directors’ fees
              
              
              64,000
              
              
              1,600
              
              
              78,400
              
              
              -
              
              
              80,000Net
                  loss for the year ended December 31, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              (
                  115,172
              )
              
              (115,172
              )Balance
                  at December 31, 2006
              
              
              684,445
              
              
              17,110
              
              
              12,254,135
              
              
              (13,122,777
              )
              
              (851,532
              )Net
                  loss for the year ended December 31, 2007
              
              
              -
              
              
              -
              
              
              -
              
              
              (154,406
              )
              
              (154,406
              )Balance
                  at December 31, 2007
              
              
              684,445
              
              $
              17,110
              
              $
              12,254,135
              
              
              ($13,277,183
              )
              
              ($1,005,938
              )





See
      notes
      to financial statements.




15


BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
      OF CASH FLOWS


Years
                  Ended December 31,2007
              
              2006Operating
                  activities:Loss
                  from continuing operations
              
              
              ($154,406
              )
              
              ($258,762
              )Adjustments
                  to reconcile loss from continuing operations to net cash used in
                  continuing operating activities: Amortization
              
              
              6,000
              
              
              6,000Increase
                  (decrease) in operating assets and liabilities:Fees
                  receivable
              
              
              (5,787
              )
              
              (13,084
              )Prepaid
                  expenses
              
              
              -
              
              
              20,671Accounts
                  payable
              
              
              16,313
              
              
              9,000Accrued
                  expenses
              
              
              109,850
              
              
              85,463Net
                  cash used in operating activities
              
              
              (
                  28,030
              )
              
              (
                  150,712
              )Loss
                  from discontinued operations
              
              
              -
              
              
              (
                  383,781
              )Adjustments
                  to reconcile loss from discontinued operations to net cash provided
                  used
                  in discontinued operating activities:Gain
                  on disposal of assets
              
              
              -
              
              
              527,371Depreciation
              
              
              -
              
              
              31,654Common
                  stock issued for services
              
              
              -
              
              
              168,000Decrease
                  in net assets from discontinued operations
              
              
              -
              
              
              422,573Decrease
                  in net liabilities from discontinued operations
              
              
              -
              
              
              (646,185
              )Net
                  cash provided by discontinued operations
              
              
              -
              
              
              119,632Investing
                  activities:Sale
                  of property & equipment
              
              
              -
              
              
              249,198Net
                  cash provided by investing activities
              
              
              -
              
              
              249,198Financing
                  activities:Proceeds
                  from notes payable
              
              
              -
              
              
              15,000Proceeds
                  from cash advances, officer
              
              
              29,623
              
              
              16,278Principal
                  payment of notes payable
              
              
              -
              
              
              (208,241
              )Principal
                  payment of officers’ loans
              
              
              -
              
              
              (48,599
              )Net
                  cash provided by (used in) financing activities
              
              
              29,623
              
              
              (225,562
              )Net
                  increase (decrease) in cash and cash equivalents
              
              
              1,593
              
              
              (
                  7,444
              )Cash
                  and cash equivalents, beginning of year
              
              
              -
              
              
              7,444Cash
                  and cash equivalents, end of year
              
              $
              1,593
              
              $
              -Supplemental
                  disclosures:Cash
                  paid during the year for:Taxes:
              
              **$**
              -
              
              $
              -Interest:
              
              **$**
              -
              
              $
              -




See
      notes
      to financial statements.




16




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2007 AND 2006





1.
            Description
                of business and going concern:





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





During
      the years ended December 31, 2007 and 2006, the Company incurred losses from
      continuing operations in the amount of $154,406 and $258,762, respectively,
      and
      as of December 31, 2007 had a net working capital deficiency of $1,061,063.




2.
            Summary
                of significant accounting policies:




Cash
      and
      cash equivalents:




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





Accounts
      receivable and allowances:




Accounts
      receivable are reported at net realizable value. Management considers the need
      for an allowance for doubtful accounts related to its accounts receivable that
      are deemed to have potential collectability issues. Management reviews its
      accounts receivable on a quarterly basis. The Company includes any receivables
      balances determined to be uncollectible along with a general reserve for
      doubtful accounts. No allowance was considered necessary at December 31,
      2007.





Use
      of
      estimates:




The
      process of preparing financial statements in conformity with generally accepted
      accounting principles requires the use of estimates and assumptions regarding
      certain types of assets, liabilities, revenues and expenses. Such estimates
      primarily relate to unsettled transactions and events as of the date of the
      financial statements. Accordingly, upon settlement, actual results may differ
      from estimated amounts.





Net
      (Loss) Income per Share:




The
      Company computes net (loss) income per share in accordance with SFAS No. 128
      Earnings Per Share. Basic net (loss) income per share is based on the weighted
      average common shares outstanding during the same period.   Diluted net
      (loss) income adjusts the weighted average for potential dilution that could
      occur if securities or other contracts to issue common stock were exercised
      or
      converted into common stock or resulted in the issuance of common stock, which
      would then share in the earnings of the Company. At December 31, 2007, the
      Company had no such securities outstanding.





Revenue
      Recognition:




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





Income
      Taxes:




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




17




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2007 AND 2006




2.
            Summary
                of significant accounting policies
                (continued):





Impairment
      of Long-Lived Assets:




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





Stock
      Based Compensation :





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





Fair
      Value of Financial Instruments:




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





Reclassifications:




Certain
      reclassifications have been made to the prior year's financial statements to conform
      to current year's presentation. Such reclassifications had no effect on the
      reported net loss or net stockholders deficit.





Recent
      accounting pronouncements:





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




In
      December 2006, the FASB issued the FASB Staff Position
      (FSP) No. EITF 00-19-2, (“FSP EITF 00-19-2”), Accounting for
      Registration Payment Arrangements. This FSP addresses an issuer’s accounting for
      registration payment arrangements. This FSP specifies that the contingent
      obligation to make future payments or otherwise transfer consideration under
      a
      registration payment arrangement, whether issued as a separate agreement or
      included as a provision of a financial instrument or other agreement, should
      be
      separately recognized and measured in accordance with FASB Statement No. 5,
      Accounting for Contingencies. The guidance in this FSP amends FASB Statements
      No. 133, Accounting for Derivative Instruments and Hedging Activities, and
      No. 150, Accounting for Certain Financial Instruments with Characteristics
      of both Liabilities and Equity, and FASB Interpretation No. 45, Guarantor’s
      Accounting and Disclosure Requirements for Guarantees, Including Indirect
      Guarantees of Indebtedness of Others, to include scope
      exceptions for registration payment arrangements. This FSP further clarifies
      that a financial instrument subject to a registration payment arrangement should
      be accounted for in accordance with other applicable generally accepted
      accounting principles (GAAP) without regard to the contingent obligation to
      transfer consideration pursuant to the registration payment arrangement. This
      FSP shall be effective immediately for registration payment arrangements and
      the
      financial instruments subject to those arrangements that are entered into or
      modified subsequent to the date of issuance of this FSP, or for financial
      statements issued for fiscal years beginning after December 15, 2006, and
      interim periods within those fiscal years. The Company intends to adopt FSP
      EITF
      00-19-2 beginning in 2007. The adoption of this FSP will not have a material
      effect upon the Company’s financial statements.




18




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2007 AND 2006




2.
            Summary
                of significant accounting policies
                (continued):




In
      July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for
      Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109”
(FIN 48), which prescribes a recognition threshold and measurement attribute
      for
      a tax position taken or expected to be taken in a tax return. FIN 48 also
      provides guidance on derecognition, classification, interest and penalties,
      accounting in interim periods, disclosure and transition. FIN 48 is effective
      for fiscal years beginning after December 15, 2006. The Company believes
      that the adoption of FIN 48 will not have a material effect on the Company’s
      financial statements.





In
      March 2006, the FASB issued FASB Statement No. 156 “Accounting for
      Servicing of Financial Assets — an amendment of FASB Statement No. 140”
(“SFAS No. 156”), which establishes, among other things, the accounting for
      all separately recognized servicing assets and servicing liabilities. SFAS
      No.
      156 amends Statement 140 to require that all separately recognized servicing
      assets and servicing liabilities be initially measured at fair value, if
      practicable. SFAS No. 156 permits, but does not require, the subsequent
      measurement of separately recognized servicing assets and servicing liabilities
      at fair value. An entity that uses derivative instruments to mitigate the risks
      inherent in servicing assets and servicing liabilities is required to account
      for those derivative instruments at fair value. Under SFAS No. 156, an
      entity can elect subsequent fair value measurement to account for its separately
      recognized servicing assets and servicing liabilities. By electing that option,
      an entity may simplify its accounting because this Statement permits income
      statement recognition of the potential offsetting changes in fair value of
      those
      servicing assets and servicing liabilities and derivative instruments in the
      same accounting period. SFAS No. 156 is effective for financial statements
      for fiscal years beginning after September 15, 2006. Earlier adoption of
      SFAS No. 156 is permitted as of the beginning of an entity’s fiscal year,
      provided the entity has not yet issued any financial statements for that fiscal
      year. Management believes that SFAS No. 156 will have no impact on the
      financial statements of the Company once adopted.





In
      September 2005, the FASB issued FASB Statement No. 157 “Fair Value
      Measurements” (“SFAS 157”), which defines fair value, establishes a framework
      for measuring fair value in US GAAP, and expands disclosures about fair value
      measurements. SFAS 157 applies under other accounting pronouncements that
      require or permit fair value measurements, the Board having previously concluded
      in those accounting pronouncements that fair value is a relevant measurement
      attribute. Accordingly, SFAS 157 does not require any new fair value
      measurements. However, for some entities, the application of SFAS 157 will
      change current practices. SFAS 157 is effective for financial statements for
      fiscal years beginning after November 15, 2007. Earlier application is
      permitted provided that the reporting entity has not yet issued financial
      statements for that fiscal year. Management believes SFAS 157 will have no
      impact on the financial statements of the Company once adopted.





In
      September 2006, FASB issued SFAS No. 158, *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement Plans, an
      amendment of FASB Statements No 87, 88, 106 and 132(R)* (SFAS
      158) *.* SFAS
      No. 158 requires the recognition of the over-funded or under-funded status
      of a defined benefit postretirement
      plan as an asset or liability in the statement of financial position and the
      recognition of changes in that funded status in the year in which the changes
      occur through comprehensive income. SFAS No. 158 also requires the
      measurement of the funded status of a plan as of the date of the year-end
      statement of financial position. Management believes that the adoption of SFAS
      No. 158 will not have a material effect on the Company’s financial
      statements.





19




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2007 AND 2006




2.
            Summary
                of significant accounting policies
                (continued):




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
      for Financial Assets and Financial Liabilities,” which provides companies with
      an option to report selected financial assets and liabilities at fair value.
      SFAS No. 159 also establishes presentation and disclosure requirements
      designed to facilitate comparisons between companies that choose different
      measurement attributes for similar types of assets and liabilities. SFAS
      No. 159 is effective as of the beginning of an entity’s first fiscal year
      beginning after November 15, 2007. Management is currently assessing the
      impact of the adoption of this standard on its financial statements.





In
      December 2007 FASB issued FAS 141(R) “Business Combinations” and FAS 160
“Noncontrolling Interests in Consolidated Financial Statements”. These
      statements are effective for fiscal years, and interim periods within those
      fiscal years in case of FAS 160, beginning on or after December 15, 2008.
      Earlier adoption is prohibited. Together these statements revise the accounting
      rules with respect to accounting for business combinations. Specifically, the
      objective of FAS 141(R) is to improve the relevance, representational
      faithfulness and comparability of the information that the reporting entity
      provides in its financial reports about a business combination and its effects.
      This statement thus establishes principles and requirements for how the
      acquirer:




·
            
            Recognizes
                and measures in its financial statements the identifiable assets
                acquired,
                the liabilities assumed, and any noncontrolling interest in the acquiree;·
            
            Recognizes
                and measures the goodwill acquired in the business combination or
                a gain
                from a bargain purchase; and·
            
            Determines
                what information to disclose to enable users of the financial statements
                to evaluate the nature and financial effects of the business combination.




The
      objective of FAS 160 is to improve the relevance, comparability, and
      transparency of the financial information that a reporting entity provides
      in
      its consolidated financial statements by establishing accounting and reporting
      standards that require:




·
            
            The
                ownership interests in subsidiaries held by parties other than the
                parent
                be clearly identified, labeled, and presented in the consolidated
                statement of financial position within equity, but separate from
                the
                parent’s equity.·
            
            The
                amount of consolidated net income attributable to the parent and
                to the
                noncontrolling interest be clearly identified and presented on the
                face of
                the consolidated statement of income.·
            
            Changes
                in a parent’s ownership interest while the parent retains its controlling
                financial interest in its subsidiary be accounted for consistently.
                A
                parent’s ownership interest in a subsidiary changes if the parent
                purchases additional ownership interests in its subsidiary or if
                the
                parent sells some of its ownership interests in its subsidiary. It
                also
                changes if the subsidiary reacquires some of its ownership interests
                or
                the subsidiary issues additional ownership interests. All of those
                transactions are economically similar, and this Statement requires
                that
                they be accounted for similarly, as equity transactions.





20




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2007 AND 2006





2.
            Summary
                of significant accounting policies
                (continued):





When
      a
      subsidiary is deconsolidated, any retaining noncontrolling equity investment
      in
      the former subsidiary be initially measured at fair value. The gain or loss
      on
      the deconsolidation of the subsidiary is measured using the fair value of any
      noncontrolling equity investment rather than the carrying amount of that retaned
      investment.





·
            Entities
                provide sufficient disclosures that clearly identify and distinguish
                between the interests of the parent and the interest of the noncontrollng
                owners.





Together
      these statements are not currently expected to have a significant impact on
      the
      entity’s financial statements. A significant impact may however be realized on
      any future acquisition(s) by the Company. The amounts of such impact cannot
      be
      currently determined and will depend on the nature and terms of such future
      acquisition(s), if any.





Other
      accounting standards that have been issued or proposed by the FASB or other
      standards-setting bodies that do not require adoption until a future date are
      not expected to have a material impact on the financial statements upon
      adoption.




3.
            Concentration
                of credit risk and major customers:





The
      Company maintains all of its cash balances in a New Jersey financial
      institution. The balances are insured by the Federal Deposit Insurance Company
      (FDIC) up to $100,000. At December 31, 2007, the Company had no uninsured cash
      balances.





For
      the
      years ended December 31, 2007 and 2006 one customer, Brooklyn Cheesecake &
Desserts Company, Inc. (New Jersey), represented 100% of our total revenues,
      $15,787 and $13,084 respectively. As of December 31, 2007 and 2006 respectively
      accounts receivable from this customer was $18,871 and $13,084.





4.
            Tradename
                and licensing agreements:





On
      March
      7, 2002, the Company purchased the rights to the tradenames Brooklyn Cheesecake
      Company, Inc. and Brooklyn Cheesecake & Desserts Company, Inc. and the
      related corporate logo in exchange for 300,000 shares of the Company's common
      stock, valued on the purchase date at $90,000. The tradename rights are being
      amortized on the straight-line basis over a fifteen-year term. Amortization
      expense was $6,000 and $6,000, respectively, for the years ended December 31,
      2007 and 2006.




On
      March
      28, 2006, the Company entered into a licensing agreement with its former
      Chairman and CEO, whereby a one percent of sales fee would be charged for the
      use of the Brooklyn Cheesecake and Desserts Company, Inc.
      trademarks.




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




Years
                Ended December 31,2008
            
            
            6,0002009
            
            
            6,0002010
              2011
              2012
              Thereafter
            
            
            6,000
              6,000
              6,000
              25,125$
            55,125




21




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2007 AND 2006





5.
            Notes
                payable:




Note
      dated January 31, 2006 was issued and is payable to Ronald L. Schutté the former
      Chairman and CEO payable on demand, with interest at the rate of 13%, per annum,
      and secured by the Company’s trademarks. The original amount of the loan was
      $995,818 of which $195,818 plus additional loans and accrued interest was
      satisfied upon completion of an exchange agreement dated March, 28, 2006 (see
      note 9). Mr. Schutté also advanced $15,000 to cover additional expenses during
      that period.





6.
            Cash
                Advances Officer:




Anthony
      Merante, the Company’s Chairman, President and CEO, makes cash advances to the
      Company from time to time to enable it to meet its payment obligations. These
      advances bear no interest and are payable on demand.





7.
            Common
                stock:





The
      Company did not issue any common stock during the year ended December 31,
      2007.





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





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





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





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





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





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





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





22




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2007 AND 2006




8.
            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 $154,406 during the year ended December 31, 2007
      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,
      2007 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 $6,000,000.
      The
      Company has made no provision for a deferred tax asset nor for increase in
      such
      due to a valuation allowance has been provided which is equal to the deferred
      tax asset. It cannot be determined at this time that a deferred tax asset is
      more likely that not to be realized.




The
      Company's loss carryforward of approximately $6,000,000 may be offset against
      future taxable income. The carryforward losses expire at the end of the years
      2017 through 2027




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





23




BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


YEARS
      ENDED DECEMBER 31, 2007 AND 2006




9.
            Common
                stock options:





The
      Board
      of Directors has full authority and discretion to determine the eligible
      participants to be granted stock options, the exercise option price, the date
      of
      issuance and the date of expiration. There were 0 options granted during the
      calendar years 2007 and 2006.





Information
      relating to stock option activity is as follows:


Shares
                Underlying
                Options
              
              Weighted
                Average
                Exercise
                PriceOutstanding
                  at December 31, 2005
              
              $
              143,432
              
              $
              2.22Cancelled
              
              
              (143,142
              )
              
              (2.22
              )Outstanding
                  at December 31, 2006
              
              
              -
              
              
              -Granted
              
              
              -
              
              
              -Outstanding
                  at December 31, 2007
              
              
              -
              
              
              -Options
                  exercisable at December 31, 2006
              
              
              -
              
              
              -Options
                  exercisable at December 31, 2007
              
              
              -
              
              
              -




10.
            Exchange
                Agreement:





On
      March
      28, 2006, the Company entered into an exchange agreement with Ronald L. Schutté
its former Chairman and CEO whereby the Company exchanged $1,145,315 in assets
      in exchange for $1,145,315 of the $1,945,315 liabilities of the company which
      included some of the debt due to Mr. Schutté. The balance of the Company’s
      $800,000 obligation to Mr. Schutté will be extinguished upon the Company raising
      additional capital. Mr. Schutté also assumed the balance of the building lease
      and various equipment leases. The Company also entered into an exclusive
      licensing agreement with Mr. Schutté and a company owned by Mr. Schutté whereby,
      the Company receives one percent of sales as a royalty for use of the Company’s
      trademarks. Mr. Schutté also acquired the stock of the Company’s J.M. Specialty,
      Inc. subsidiary. Licensing fees were $15,787 and $13,084 for 2007 and 2006
      respectively.





11.
            Discontinued
                Operations:





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




24




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





None.





**ITEM
      8A. CONTROLS AND PROCEDURES**





EVALUATION
      OF DISCLOSURE CONTROLS AND PROCEDURES.





As
      of December 31, 2007, we carried out an evaluation of the effectiveness of
      the design and operation of our “disclosure controls and procedures” (as defined
      in the Exchange Act Rules 13a-15(e) and 15d-15(e)) under the supervision and
      with the participation of our management, including Anthony J. Merante, our
      Chief Executive Officer and Chief Financial Officer. Based upon that evaluation,
      Mr. Merante concluded that our disclosure controls and procedures are
      effective. There were no significant changes in our disclosure controls and
      procedures that have materially affected or are reasonably likely to materially
      affect our internal controls over financial reporting during the year ended
      December 31, 2007.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission’s rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed in our reports filed under the Exchange Act is
      accumulated and communicated to management to allow timely decisions regarding
      required disclosure.





CHANGES
      IN INTERNAL CONTROLS





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




LIMITATIONS
      ON THE EFFECTIVENESS OF CONTROLS.





A
      control
      system, no matter how well conceived and operated, can provide only reasonable,
      not absolute, assurance that the objectives of the control system are met.
      Further, the design of a control system must reflect the fact that there are
      resource constraints, and the benefits of controls must be considered relative
      to their costs. Because of the inherent limitations in all control systems,
      no
      evaluation of controls can provide absolute assurance that all control issues
      and instances of fraud, if any, within the Company have been detected. These
      inherent limitations include the realities that judgments in decision-making
      can
      be faulty, and that breakdowns can occur because of simple error or mistake.
      Additionally, controls can be circumvented by the individual acts of some
      persons, by collusion of two or more people, or by management override of the
      control. The design of any system of controls also is based in part upon certain
      assumptions about the likelihood of future events, and there can be no assurance
      that any design will succeed in achieving its stated goals under all potential
      future conditions; over time, control may become inadequate because of changes
      in conditions, or the degree of compliance with the policies or procedures
      may
      deteriorate. Because of the inherent limitations in a cost effective control
      system, misstatements due to error or fraud may occur and not be detected.
      The
      Company conducts periodic evaluations of its internal controls to enhance,
      where
      necessary, its procedures and controls.





CONCLUSIONS.





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





25




**MANAGEMENT’S
      ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as defined in Rule 13a-15(f) under the
      Securities Exchange Act of 1934. Our internal control over financial reporting
      is designed to provide reasonable assurance regarding the reliability of
      financial reporting and the preparation of financial statements for external
      purposes in accordance with accounting principles generally accepted in the
      United States and include those policies and procedures that:





·
            
            Pertain
                to the maintenance of records that, in reasonable detail, accurately
                and
                fairly reflect the transactions and dispositions of our assets;·
            
            Provide
                reasonable assurance that transactions are recorded as necessary
                to permit
                preparation of financial statements in accordance with accounting
                principles generally accepted in the United States;·
            
            Provide
                reasonable assurance that our receipts and expenditures are being
                made
                only in accordance with authorization of our management and directors;
                and·
            
            Provide
                reasonable assurance regarding prevention or timely detection of
                unauthorized acquisition, use, or disposition of our assets that
                could
                have a material effect on the financial statements.





Because
      of its inherent limitations, such as resource constraints, human error, lack
      of
      knowledge or awareness and the possibility of intentional circumvention of
      these
      controls, internal control over financial reporting may not prevent or detect
      misstatements. Furthermore, the design of any control system is based, in part,
      upon assumptions about the likelihood of future events, which assumptions may
      ultimately prove to be incorrect. Therefore, even those systems determined
      to be
      effective can provide only reasonable assurance with respect to financial
      statement preparation and presentation.





Our
      management assessed the effectiveness of its internal control over financial
      reporting as of December 31, 2007. In making this assessment, management
      used the criteria established in *Internal
      Control-Integrated Framework* issued
      by
      the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
      Based on its assessment, management has concluded that the Company’s internal
      control over financial reporting was effective as of December 31, 2007.





This
      Annual Report on Form 10-KSB does not include an attestation report of the
      Company’s registered public accounting firm regarding internal control over
      financial reporting. Management’s report was not subject to attestation by the
      Company’s registered public accounting firm pursuant to temporary rules of the
      SEC that permit the Company to provide only management’s report in this Annual
      Report on Form 10-KSB .




Date:
      April 14, 2008


/s/
                Anthony J. MeranteAnthony
                J. Merante
                President,
                  Chief Executive Officer
                and
                  Chief Financial Officer




26







**ITEM
      8B. OTHER INFORMATION**




None.





**PART
      III**





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





Information
      Concerning the Board of Directors and Executive Officers





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





Name
                of Director orExecutive
                Officer,Age
                and PositionHeld
                with Company
            
            Principal
                OccupationFor
                Previous Five Years
            
            Date
                of Initial Electionas DirectorAnthony
                J. Merante, 47
              Chairman,
                President, Chief Financial Officer, Chief Executive Officer, andCorporate
                Secretary
            
            Certified
                Public Accountant
              Chief
                Financial Officer
            
            January
                2003Carmelo
                Foti, 55
              Director
            
            VP
                & Manager Credit & Marketing National Bank Of Egypt, NY
                Branch
            
            January
                2003Liborio
                Borsellino, 52
              Director
            
            Partner,
                RBC and Associates
            
            August
                2004David
                Rabe, 46
              Director
            
            President,
                Interpro Systems, Inc.
            
            August
                2004Donald
                O’Toole, 56
              Director
            
            Senior
                Vice-president, Petry TV, Inc.
            
            August
                2005




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





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




27





Section
      16(a) Beneficial Ownership Reporting Compliance




Section
      16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and
      directors, and persons who own more than ten percent (10%) of a registered
      class
      of the Company’s equity securities to file reports of ownership and changes in
      ownership with the Securities and Exchange Commission (“SEC”). Officers,
      directors and greater than ten percent stockholders are required by SEC
      regulations to furnish the Company with copies of all Section 16(a) forms they
      file.




To
      the
      best of the Company’s knowledge, based solely on review of the copies of such
      forms furnished to the Company, we do not believe that any of our officers,
      directors are greater than ten percent stockholders had any delinquent filings
      pursuant to section 16(a) of the Securities Exchange Act in 2007.





Audit
      Committee





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





Code
      of
      Ethics





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





**ITEM
      10. EXECUTIVE COMPENSATION**





**Executive
      Compensation** ****




The
      following Summary Compensation Table sets forth all compensation earned, in
      all
      capacities, during the fiscal years ended December 31, 2007 and 2006 by each
      of
      the executive officers (the “Named Executive Officers”).





**SUMMARY
      COMPENSATION TABLE**


Name
                and Principal Position
            
            Year
            
            Salary
                ($)
            
            Option
              Awards
                ($)
            
            OtherCompensation
            
            TotalAnthony
                J. Merante
            
            
            2006
            
            $
            10,000
            (1)
            $
            0
            
            $
            11,250
            (2)
            $
            21,250President,
                Chief Executive Officer and Chief Financial Officer
            
            
            2007
            
            
            0
            
            
            0
            
            
            0
            
            
            0Ron
                Schutté
            
            
            2006
            
            $
            25,000
            (3)
            $
            0
            
            $
            11,250
            (4)
            $
            36,250Chief
                Executive Officer




(1)  In
      2006,
      Mr. Merante received 8,000 shares of common stock in payment for his service
      as
      our only executive officer. These shares were valued at $1.25 per share, which
      was the last quotation price of our common stock on the Over The Counter
      Bulletin Board on February 17, 2006.




(2)  On
      February 17, 2006, 9,000 options held by Mr. Merante were cancelled. On December
      31, 2007 and 2006, Mr. Merante did not have any equity awards outstanding.
      On
      February 17, 2006, we also granted 9,000 shares of our common stock to Mr.
      Merante as compensation for his service as a director. This stock issuance
      resulted in noncash compensation expense to Mr. Merante of $11,250.




(3)  Mr.
      Schutté served as chairman of our board of directors and as our chief executive
      officer until March 28, 2006. In 2006, Mr. Schutté received 20,000 shares of
      common stock in payment for his service as our executive officer. These shares
      were valued at $1.25 per share, which was the last quotation price of our common
      stock on the Over The Counter Bulletin Board on February 17, 2006.




28




(4)  On
      February 17, 2006, 9,000 options held by Mr. Schutté were cancelled. On December
      31, 2006, Mr. Schutté did not have any equity awards outstanding. On February
      17, 2006, we also granted 9,000 shares of our common stock to Mr. Schutté for
      compensation for his service as a director. This stock issuance resulted in
      noncash compensation expense to Mr. Schutté of $11,250.




**Option
      Grants in Fiscal 200** **7**




We
      did
      not grant any options to any of our Named Executive Officers during the year
      ended December 31, 2007.





**Option
      Exercises in Last Fiscal Year and Fiscal Year End Option
      Values**




The
      following table sets forth certain information with respect to aggregate option
      exercises by the Named Executive Officers in the fiscal years ended December
      31,
      2007 and 2006 and with respect to the unexercised options held by the Named
      Executive Officers as of December 31, 2007 and 2006.


**Number
                  of Securities**
              
              **Value
                  of Unexercised****Shares**
              
              
              
              **Underlying
                  Unexercised**
              
              **In-The-Money
                  Options****Acquired
                      on**
              
              **Value**
              
              **Options
                    at Fiscal Year End (#)**
              
              **at
                    Fiscal Year End ($) (1)****Name**
              
              **Exercise
                  (#)**
              
              **Realized
                  ($)**
              
              **Exercisable**
              
              **Unexercisable**
              
              **Exercisable**
              
              **Unexercisable**2007Anthony
                  Merante
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              02006Anthony
                  Merante
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0Ronald
                  Schutté
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0




**Compensation
      of Directors**


Our
      directors receive a fee of $1,000 for attending each meeting of the Board of
      Directors or a committee thereof. In addition, all directors are reimbursed
      for
      their reasonable out-of-pocket expenses incurred in connection with attending
      such meetings. There was one meeting of the board of directors in 2006 for
      which
      the fee was waived. There were no meetings in 2007.


Name
            
            Fees
                Earned
              Or
                Paid in Cash
            
            Stock
                Awards
            
            Total2007Anthony
                J. Merante
            
            $
            0.00
            
            $
            0.00
            
            $
            0.00Carmelo
                Foti
            
            $
            0.00
            
            $
            0.00
            
            $
            0.00Liberio
                Borsellino
            
            $
            0.00
            
            $
            0.00
            
            $
            0.00David
                Rabe
            
            $
            0.00
            
            $
            0.00
            
            $
            0.00Donald
                O’ Toole
            
            $
            0.00
            
            $
            0.00
            
            $
            0.002006Anthony
                J. Merante
            
            $
            0.00
            
            $
            11,250(1
            )
            $
            11,250Carmelo
                Foti
            
            $
            0.00
            
            $
            11,250(1
            )
            $
            11,250Liberio
                Borsellino
            
            $
            0.00
            
            $
            11,250(1
            )
            $
            11,250David
                Rabe
            
            $
            0.00
            
            $
            11,250(1
            )
            $
            11,250Donald
                O’ Toole
            
            $
            0.00
            
            $
            11,250(1
            )
            $
            11,250




(1)  On
      February 17, 2006, 9,000 options held by each director were cancelled. On
      December 31, 2007 and 2006, each director had zero option awards outstanding.
      On
      February 17, 2006, we granted each of our directors 9,000 shares of our common
      stock. These stock grants resulted in noncash compensation expenses of $11,250
      to each of our directors, which was calculated using a value of $1.25 per share,
      which was the last quotation price of our common stock on the Over The Counter
      Bulletin Board on February 17, 2006.




29





On
      December 31, 2007, each of our directors held the following number of shares
      of
      our common stock that were received as stock awards during their respective
      tenures as directors:




Name
            
            Number
                of SharesAnthony
                J. Merante
            
            
            12,739Carmelo
                Foti
            
            
            12,739Liberio
                Borsellino
            
            
            11,024David
                Rabe
            
            
            11,024Donald
                O’ Toole
            
            
            9,381





**Employment
      Contracts, Termination of Employment and Change in Control
      Arrangements**





We
      do not
      have any employment contracts or change in control arrangements with our named
      executive officer.








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





Securities
      Authorized for Issuance Under Equity Compensation Plans




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




Owners
      of our Common Stock




The
      following table sets forth, as of march 31, 2008, certain information with
      respect to beneficial ownership of our common stock as of March 31, 2008
      by:




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




·
            each
                of our directors;




·
            each
                of our executive officers; and




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




30




Name
                and Address
            Title
            Amount
                and Nature ofBeneficial
                Ownership
            Percent
                of Class(1)Anthony
                J. Merante
              c/o
                20 Passaic Ave
              Fairfield,
                NJ 07004
            Executive
                Officer, Director and Beneficial Owner
            59,854
                (2)
            8.7%Liberio
                Borsellino
              c/o
                20 Passaic Ave
              Fairfield,
                NJ 07004
            Director
            11,024
            1.6%Carmelo
                L. Foti
              c/o
                20 Passaic Ave
              Fairfield,
                NJ 07004
            Director
            12,739
            1.9%David
                Rabe
              c/o
                20 Passaic Ave
              Fairfield,
                NJ 07004
            Director
            11,024
            1.6%Donald
                O’Toole
              c/o
                20 Passaic Ave
              Fairfield,
                NJ 07004
            Director
            9,381
            1.4%Ronald
                L. Schutté
              c/o
                20 Passaic Ave
              Fairfield,
                NJ 07004
            Beneficial
                Owner
            125,369
                (3)
            18.3%Wachovia
                Corporation
              c/o
                20 Passaic Ave
              Fairfield,
                NJ 07004
            Beneficial
                Owner
            34,680
            5.1%Directors
                and Named Executive Officers as a Group (5 persons)
            
            104,022
            15.2%




(1)
            Beneficial
                ownership has been determined in accordance with Rule 13d-3 under
                the
                Securities Exchange Act of 1934. Unless otherwise noted, we believe
                that
                all persons named in the table have sole voting and investment power
                with
                respect to all shares of common stock beneficially owned by
                them.




(2)
            Does
                not include 56,000 shares owned by two individuals Charles Brofman
                and
                James Bruchetta over which Mr. Merante holds voting rights pursuant
                to a
                website development agreement by and between us and the two individuals
                dated March 1, 2005.




(3)
            Includes
                2,400 shares which Mr. Schutté owns jointly with his
                wife.




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE**





*Exchange
      of Assets*





On
      March
      28, 2006, the Company entered into an exchange agreement with Ronald L. Schutté
its former Chairman and CEO whereby the Company exchanged certain assets in
      exchange for a majority of liabilities of the company and a portion of the
      secured debt due to Mr. Schutté. The balance of the Company’s obligation to Mr.
      Schutté will be extinguished upon the Company raising additional capital. The
      Company also entered into an exclusive licensing agreement with Mr. Schutté and
      a company owned by Mr. Schutté whereby, the Company receives one percent of
      sales as a royalty for use of the Company’s trademarks. Mr. Schutté also
      acquired the stock of the Company’s J.M. Specialty, Inc. subsidiary.




31




ITEM
      13.
      EXHIBITS





The
      following Exhibits are filed as part of this report.




Exhibit
                  Number
              
              Description2.1
              
              Purchase
                  and Sale Agreement, dated June 2, 1995, by and among the Company,
                  Greenberg Dessert Associates Limited Partnership, SMG Baking Enterprises,
                  Inc. and its limited partners. Incorporated by reference to the
                  Company's
                  Registration Statement on Form SB-2 Registration Number
                  33-96094.2.2
              
              Stock
                  Purchase Agreement, dated as of January 17, 1997, by and between
                  the
                  Company and Philip Grabow, without exhibits. Incorporated by reference
                  to
                  Schedule 13-D filed by Philip Grabow on SEC File Number
                  005-48185.3.1
              
              Restated
                  Certificate of Incorporation. Incorporated by reference to the
                  Company's
                  Registration Statement on Form SB-2 Registration Number
                  33-96094.3.2
              
              Amended
                  and Restated By-laws. Incorporated by reference to the Company's
                  Registration Statement on Form SB-2 Registration Number
                  33-96094.3.3.
              
              Amendment
                  to Certificate of Incorporation Incorporated by reference to the
                  Company's
                  Current Report on Form 8-K, dated February 23, 2005.3.4.
              
              Amendment
                  to Certificate of Incorporation Incorporated by reference to the
                  Company's
                  Current Report on Form 8-K, dated March 22, 2006.4.1
              
              Form
                  of certificate for shares of Common Stock. Incorporated by reference
                  to
                  the Company's Registration Statement on Form SB-2 Registration
                  Number
                  33-96094.4.2
              
              Form
                  of Representatives Warrant. Incorporated by reference to the Company's
                  Registration Statement on Form SB-2 Registration Number
                  33-96094.10.1
              
              Modification
                  agreement between the Company and Ronald L. Schutté dated April 30, 2005.
                  Incorporated by reference to the Company’s Current Report on Form 8-K
                  dated May 5, 2005.10.2
              
              Modification
                  agreement between the Company and Ronald L. Schutté dated May 20, 2005.
                  Incorporated by reference to the Company’s Current Report on Form 8-K
                  dated May 26, 2005.10.3
              
              Modification
                  agreement between the Company and Ronald L. Schutté dated June 17, 2005.
                  Incorporated by reference to the Company’s Current Report on Form 8-K
                  dated June 23, 2005.10.4
              
              Modification
                  agreement between the Company and Ronald L. Schutté dated July 31, 2005.
                  Incorporated by reference to the Company’s Current Report on Form 8-K
                  dated August 4, 2005.10.5
              
              Factoring
                  Agreement between the Company and Rockland Credit Finance LLC,
                  dated
                  August 26, 2005. Incorporated by reference to the Company’s Current Report
                  on Form 8-K dated September 1, 2005.10.6
              
              Financing
                  Agreement between the Company and Rockland Credit Finance LLC,
                  dated
                  August 26, 2005. Incorporated by reference to the Company’s Current Report
                  on Form 8-K dated September 1,
                  2005.
  32
 10.7
              
              Modification
                  agreement between the Company and Ronald L. Schutté dated November 30,
                  2005. Incorporated by reference to the Company’s Current Report on Form
                  8-K dated December 7, 2005.10.8
              
              Note
                  dated January, 31 2006 between the Company and Ronald L. Schutté.
                  Incorporated by reference to the Company’s Current Report on Form 8-K
                  dated February 3, 2006.10.9
              
              Note
                  dated January, 31 2006 between the Company and Anthony J. Merante.
                  Incorporated by reference to the Company’s Current Report on Form 8-K
                  dated February 3, 2006.10.10
              
              Amendment
                  to Articles of Incorporation to implement the reverse stock split
                  of the
                  outstanding shares of the Company’s common stock at a ratio of 1:25.
                  Incorporated by reference to the Company’s Current Report on Form 8-K
                  dated March 22, 2006.10.11
              
              Departure
                  of Director and principal officer Ronald L. Schutté; election of director
                  and appointment of principal officer Anthony J. Merante. Incorporated
                  by
                  reference to the Company’s Current Report on Form 8-K dated March 29,
                  2006.10.12
              
              Asset
                  Exchange Agreement, tenant’s lease assignment, and exclusive licensing
                  agreement with the Company’s former Chairman, Chief Executive Officer, and
                  President Ronald L. Schutté. Incorporated by reference to the Company’s
                  Current Report on Form 8-K dated March 31, 2006.*21.1
              
              Subsidiaries
                  of Brooklyn Cheesecake & Desserts Company, Inc.*31.1
              
              Certification
                  dated April 14, 2008 pursuant to Exchange Act Rule 13a-14(a) or
                  15d-14(a)
                  of the Principal Executive Officer and Principal Financial Officer
                  as
                  adopted pursuant to Section 302 of the Sarbanes Oxley-Act of 2002
                  by
                  Anthony J. Merante, President, Chief Executive Officer, and Chief
                  Financial Officer.*32.1
              
              Certification
                  dated April 14, 2008 pursuant to 18 U.S.C. Section 1350 as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made
                  by Anthony
                  J. Merante, President, Chief Executive Officer, and Chief Financial
                  Officer.





*  Filed
      Herewith.





33


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





The
      following table shows the fees that we paid or accrued for the audit and other
      services provided by Sherb and Co., LLP our present Accountants during 2007
      and
      2006.


Fiscal
                  2007
              
              Fiscal
                  2006Audit
                  Fees
              
              $
              15,500
              
              $
              15,000Audit-Related
                  Fees
              
              
              1,000
              
              
              0Tax
                  Fees
              
              
              0
              
              
              0All
                  Other Fees
              
              
              0
              
              
              0Total
              
              $
              16,500
              
              $
              15,000





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 years 2007 and 2006 were pre-approved by the entire
      Board
      of Directors.




34


SIGNATURES





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




BROOKLYN
                CHEESECAKE & DESSERTS COMPANY, INC.By:
            /s/ Anthony
              J. MeranteChairman,
              President, Chief Financial Officer and Chief
              Executive OfficerApril 14, 2008




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 and on
      the
      dates indicated.


Signatures
            
            Title/s/
                Anthony J. Merante
            
            President,
                Chief Executive Officer and Chief Financial OfficerAnthony
                J. Merante
              April
                14, 2008/s/
                Carmelo Foti
            
            DirectorCarmelo
                Foti
              April
                14, 2008/s/Liborio
                Borsellino
            
            DirectorLiborio
                Borsellino
              April
                14, 2008/s/David
                Rabe
            
            DirectorDavid
                Rabe
              April
                14, 2008/s/Donald
                O’Toole
            
            DirectorDonald
                O’Toole
              April
                14, 2008




35