UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K




ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended: December 31,
      2009
                  Commission File Number:
    0-13984


BROOKLYN CHEESECAKE &
DESSERTS COMPANY, INC.


(Exact
name of registrant as specified in its charter)





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





2070
      Central Park Avenue 2nd
      Fl.
                  Yonkers,
      NY
              
              10710(Address
      of principal executive offices)
              
              (Zip
      Code)





(914) 361-1420





(Registrant’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:





Common
Stock, par value $.025 per share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈ No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes  ̈ No
x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes x No
 ̈





Indicate
by check mark whether the registrant (1) has submitted electronically and posted
on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes  ̈ No
 ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and  will not 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-K or any
amendment to this Form 10-K. x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.


Large
      accelerated filer  ̈
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈
              Smaller
      reporting company x(Do
      not check if a smallerReporting
      company)





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





The
aggregate market value of common stock, par value $.025 per share, held by
non-affiliates at June 30, 2009 (the last business day of the registrant’s most
recently completed second fiscal quarter) was $102,667. Such aggregate market
value was computed by reference to the closing price of the common stock of the
registrant on the Over-the-Counter Bulletin Board on June 30, 2009.





As of
April 15, 2010, 684,445 shares of registrant’s common stock, par value $.025 per
share, were issued and outstanding.





BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


FORM
10-K


YEAR
ENDED DECEMBER 31, 2009


TABLE OF
CONTENTS





PagePART
      IItem
      1.
                                  Business
                                  3Item
      1A.
                                  Risk
      Factors
                                  4Item
      1B.
                                  Unresolved
      Staff Comments
                                  5Item
      2.
                                  Properties
                                  5Item
      3.
                                  Legal
      Proceedings
                                  5Item
      4.
                                  [
      Removed and Reserved ]
                                  5PART
      IIItem
      5.
                                  Market
      for Registrants Common Equity, Related StockholderMatters
      and Issuer Purchases of Equity Securities
                                  6Item
      6
                                  Selected
      Financial Data
                                  7Item
      7.
                                  Management’s
      Discussion and Analysis ofFinancial
      Condition and Results of Operations
                                  7Item
      7A.
                                  Quantitative
      and Qualitative Disclosures About Market Risk
                                  9Item
      8.
                                  Financial
      Statements and Supplementary Data
                                  10Item
      9.
                                  Changes
      In and Disagreements With Accountants onAccounting
      and Financial Disclosure
                                  23Item
      9A(T).
                                  Controls
      and Procedures
                                  23Item
      9B.
                                  Other
      Information
                                  23PART
      IIIItem
      10.
                                  Directors,
      Executive Officers and Corporate Governance
                                  24Item
      11.
                                  Executive
      Compensation
                                  26Item
      12.
                                  Security
      Ownership of Certain Beneficial Owners andManagement
      and Related Stockholder Matters
                                  27Item
      13.
                                  Certain
      Relationships and Related Transactions, andDirect
      Independence
                                  28Item
      14.
                                  Principal
      Accountant Fees and Services
                                  28Part
      IVItem
      15.
                                  Exhibits,
      Financial Statement Schedules
                                  29SIGNATURES
                                  
                                  31




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 “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-K 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-K beginning on page 4.





ITEM
1.  BUSINESS





GENERAL





Brooklyn Cheesecake & Desserts
Company, Inc. was incorporated in November 1993. The Company's executive offices
are located at 2070 Central Park Avenue, 2nd Fl.
Yonkers, NY 10710 and its telephone number is (914) 361-1420. The Company
licenses its Brooklyn Cheesecake & Desserts Company trademark to Brooklyn
Cheesecake & Desserts Company, Inc., (a New Jersey
Corporation).  These licensing fees are presently its only source of
revenue.





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.  This is the Company’s only present customer and there is
no certainty that the Company would be able to license these trademarks to other
third parties if its existing customer would permit it to do so.





TRADEMARKS


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





PLAN
OF OPERATION





The Company licenses its trademarks to
Brooklyn Cheesecake, & Desserts Company, Inc. (a New Jersey Corporation).
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, 2009, 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.


3





ITEM
1A. RISK FACTORS





Our independent registered public
accounting firm has stated that our recurring losses from operations and our
working capital deficiency raise substantial doubt about our ability to continue
as a going concern.





The
reports of our Independent Registered Public Accounting Firm dated, April 14,
2010 and April 10, 2009 for the December 31, 2009 and 2008 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 its shares
may be adversely affected by the resale 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 eligible for
resale.  Resales of these shares 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





The
price of our common stock is subject to volatility





Our common stock has traded as low as
$.13 per share and as high as $.35 per share during the twelve months ended
December 31, 2009.  Our average trading volume is extremely
low.  As such, a significant sale of newly issued shares of our common
stock or resale of the issued and outstanding shares of our common stock may
result in a major fluctuation of the market price. Some other factors leading to
the volatility include:





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


·
            Fluctuation
      in our operating results;


·
            Concerns
      about our ability to finance our continuing
  operations;


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


·
            Fluctuations
      in market demand and supply of our
products.





Our common stock is currently eligible
for quotation on the over-the-counter-bulletin-board and an investor’s ability
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 daily trading volume in
our common stock on the Over-The-Counter-Bulletin-Board for the year ended
December 31, 2009 was negligible. Accordingly, the ability of our shareholders
to sell their shares of our common stock is extremely limited.





Possible
adverse effect of issuance of preferred stock





Our 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.


4


ITEM
1B. UNRESOLVED STAFF COMMENTS





Not applicable.





ITEM
2.  PROPERTIES





The Company occupies secured space at
2070 Central Park Avenue 2nd Fl.
Yonkers, NY 10710 as storage for Company records.  As the Company no
longer has manufacturing operations, it believes that this space is sufficient
for its present operations.





ITEM
3. LEGAL PROCEEDINGS





None.





ITEM 4. [ REMOVED AND RESERVED]


5





PART
II





ITEM
5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES





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.





Period
                          
                          High
                          
                          
                          LowFiscal
      Year 2008:First
      Quarter
                          
                          
                          .40
                          
                          
                          
                          .25Second
      Quarter
                          
                          
                          .25
                          
                          
                          
                          .25Third
      Quarter
                          
                          
                          .25
                          
                          
                          
                          .25Fourth
      Quarter
                          
                          
                          .25
                          
                          
                          
                          .25Fiscal
      Year 2009:First
      Quarter
                          
                          
                          .25
                          
                          
                          
                          .15Second
      Quarter
                          
                          
                          .15
                          
                          
                          
                          .15Third
      Quarter
                          
                          
                          .35
                          
                          
                          
                          .15Fourth
      Quarter
                          
                          
                          .15
                          
                          
                          
                          .13





The above quotations reflect
inter-dealer prices, without retail mark-up, markdown or commission and may not
reflect actual transactions.  On April 14, 2010, the closing bid price
for our common stock was $0.13 per share.





HOLDERS





As of March 31, 2010, we had 69
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.





DIVIDEND
POLICY





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





None.




6


SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS





Plan Category
                              
                              Number of securities to be
                                issued upon exercise of
                                outstanding options,
                                warrants and rights
                                (a)
                              
                              
                              Weighted-average exercise
                                price of outstanding
                                options, warrants and
                                rights compensation plans
                                (excluding securities
                                reflected in column (a))
                                (b)
                              
                              
                              Number of securities
                                remaining available for
                                future issuance under
                                equity compensation plans
                                (excluding securities
                                reflected in column (a))
                                (c)Equity
      compensation plans approved by security holders
                              
                              
                              0
                              
                              
                              
                              N/A
                              
                              
                              
                              2,000,000Equity
      compensation plans not approved by security holders
                              
                              
                              0
                              
                              
                              
                              N/A
                              
                              
                              
                              0Total
                              
                              
                              0
                              
                              
                              
                              N/A
                              
                              
                              
                              2,000,000





ITEM
6. SELECTED FINANCIAL DATA





Brooklyn
Cheesecake and Desserts Company, Inc., a smaller reporting company, is not
required to provide information required by this item.





ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





OVERVIEW





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





Although
management is hopeful that 2010 licensing fees will 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-K at
Item 8.


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 ASC 605 (formerly 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 ASC 718( formerly 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 ASC 718, as amended by SFAS No. 148, will continue to be
required under ASC 718 to the extent those amounts differ from those in the
statement of operations.





RESULTS
OF OPERATIONS





The
Company’s licensing fees were $16,518 and $10,698 for the years ended December
31, 2009 and 2008 respectively, an increase of $5,820 or 54%. The increase is
attributable to additional sales of baking goods by the licensee of the
Company’s trademarks.





Selling,
general and administrative expenses were $27,474 and $54,606 for the years ended
December 31, 2009 and 2008 respectively, a decrease of $27,132 or 50%. The
decrease was attributable to a reduction of legal fees and public company
related costs in 2009 as compared to 2008.





Interest
expense was unchanged in 2009 at $105,950 as the amount of debt outstanding was
unchanged and our obligations are all fixed rate loans.





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, 2009, the Company had a negative working capital of $1,315,827 as
compared to a negative working capital of $1,204,979 at December 31,
2008.





Net Cash
Used in Operating Activities for the year ended December 31, 2009 of $14,594 was
due to our loss from continuing operations of $116,906 and a decrease in
accounts payable of $8,370, offset by an increase in accrued expenses of
$102,200 and amortization expense of $6,000 and by a decrease in fees receivable
of $2,482.





Net Cash
Provided by Financing Activities during the year ended December 31, 2009 of
$10,691 was due to cash advances from the officer.





As of
March 31, 2010, the Company had cash of $311. We do not have sufficient cash on
hand to fund our operations for the next twelve months. Current operations are
being funded by licensing fees and cash advances from our chief executive
officer.


8


INFLATION
AND SEASONALITY:





Licensing revenue may vary based on
peak baking seasons for the licensee of our trademarks. Revenues may be 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 2009 that have or are reasonably
likely to have, a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to our
interests.





ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Brooklyn
Cheesecake and Desserts Company, Inc., a smaller reporting company, is not
required to provide information required by this item.


9


ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.




TABLE
OF CONTENTS





Management’s
      Report on Internal Control Over Financial Reporting
              11Report
      of Independent Registered Public Accounting Firm
              12Balance
      Sheets
              13Statements
      of Operations
              14Statements
      of Changes in Stockholders' Deficiency
              15Statements
      of Cash Flows
              16Notes
      to Financial Statements
              17-22




10





MANAGEMENT’S
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, 2009. In making this assessment, management
used the criteria established in Internal Control-Integrated
Frameworkissued 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, 2009.





This
Annual Report on Form 10-K 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
Securities and Exchange Commission that permit the Company to provide only
management’s report in this Annual Report on Form 10-K.




Date:
April 14, 2010




/s/ Anthony J. Merante


Anthony
J. Merante


President,
Chief Executive Officer and Chief Financial Officer


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 sheets of Brooklyn Cheesecake &
Desserts Company, Inc. as of December 31, 2009 and 2008, and the related
statements of operations, changes in stockholders' deficiency, and cash flows
for the years then ended.  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, 2009 and 2008, and the results of its
operations and cash flows for the years then ended, 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, 2009 and 2008 and as of December 31, 2009 has a working
capital deficiency in the amount of $1,315,827, 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., LLPCertified
      Public Accountants





Boca
Raton, Florida


April 14,
2010


12


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


BALANCE
SHEETS





Years Ended December 31,2009
                
                
                2008ASSETSCurrent
      assets:Cash
                
                $
                155
                
                
                $
                4,058Accounts
      receivable
                
                
                22,732
                
                
                
                25,214Total
      current assets
                
                
                22,887
                
                
                
                29,214Other
      assets:Trademark,
      net of amortization
                
                
                43,125
                
                
                
                49,125Total
      other assets
                
                
                43,125
                
                
                
                49,125$
                66,012
                
                
                $
                78,397LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      liabilities:Accounts
      payable
                
                $
                35,951
                
                
                $
                44,321Accrued
      expenses
                
                
                403,863
                
                
                
                301,663Notes
      payable
                
                
                815,000
                
                
                
                815,000Cash
      advances, officer
                
                
                83,900
                
                
                
                73,209Total
      current liabilities
                
                
                1,338,714
                
                
                
                1,234,193Stockholders'
      deficiency:Preferred
      stock $.001 par value, authorized 2,000,000 shares, none
      issued
                
                
                -
                
                
                
                -Common
      stock, $.025 par value, authorized 30,000,000 shares, issued and
      outstanding 684,445 shares
                
                
                17,110
                
                
                
                17,110Additional
      paid-in capital
                
                
                12,254,135
                
                
                
                12,254,135Accumulated
      deficit
                
                
                (13,543,947
                )
                
                
                (13,427,041
                )Total
      stockholders' deficiency
                
                
                (1,272,702
                )
                
                
                (1,155,796
                )$
                66,012
                
                
                $
                78,397





See notes
to financial statements.


13


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
OF OPERATIONS





Years Ended December 31,2009
                
                
                2008Licensing
      fees
                
                $
                16,518
                
                
                $
                10,698Selling,
      general and administrative expenses
                
                
                27,474
                
                
                
                54,606(Loss)
      from Operations
                
                
                (10,956
                )
                
                
                (43,908
                )Other
      Income (Expenses):Interest
      expense
                
                
                105,950
                
                
                
                105,950Net
      Loss
                
                $
                (116,906
                )
                
                $
                (149,858
                )Earnings
      per common share Basic and diluted:
                
                $
                (0.17
                )
                
                $
                (0.22
                )Weighted
      average number of common shares outstanding basic and
      diluted
                
                $
                684,445
                
                
                $
                684,445





See notes
to financial statements.


14





BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
OF CHANGES IN STOCKHOLDERS’ DEFICIENCY


YEARS
ENDED DECEMBER 31, 2009 AND 2008





Common StockNumber
                      
                      
                      
                      
                      
                      Additional
                      
                      
                      
                      
                      
                      Totalof
                      
                      
                      
                      
                      
                      Paid-in
                      
                      
                      Accumulated
                      
                      
                      Stockholders’Shares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Deficit
                      
                      
                      DeficiencyBalance
      at December 31, 2007
                      
                      
                      684,445
                      
                      
                      $
                      17,110
                      
                      
                      $
                      12,254,135
                      
                      
                      $
                      (13,277,183
                      )
                      
                      $
                      (1,005,938
                      )Net
      loss for the year ended December 31, 2008
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (149,858
                      )
                      
                      
                      (149,858
                      )Balance
      at December 31, 2008
                      
                      
                      684,445
                      
                      
                      
                      17,110
                      
                      
                      
                      12,254,135
                      
                      
                      
                      (13,427,041
                      )
                      
                      
                      (1,155,796
                      )Net
      loss for the year ended December 31, 2009
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (116,906
                      )
                      
                      
                      (116,906
                      )Balance
      at December 31, 2009
                      
                      
                      684,445
                      
                      
                      $
                      17,110
                      
                      
                      $
                      12,254,135
                      
                      
                      $
                      (13,543,947
                      )
                      
                      $
                      (1,272,702
                      )





See notes to financial
statements.


15


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


STATEMENTS
OF CASH FLOWS





Year Ended December 31,2009
                
                
                2008Operating
      activities:Net
      Loss
                
                $
                (116,906
                )
                
                $
                (149,858
                )Amortization
                
                
                6,000
                
                
                
                6,000Increase
      (decrease) in operating assets and liabilities:Fees
      receivable
                
                
                2,482
                
                
                
                (6,343
                )Accounts
      payable
                
                
                (8,370
                )
                
                
                19,008Accrued
      expenses
                
                
                102,200
                
                
                
                106,350Net
      cash used in operating activities
                
                
                (14,594
                )
                
                
                (24,843
                )Financing
      activities:Proceeds
      from cash advances, officer
                
                
                10,691
                
                
                
                27,308Net
      cash provided by financing activities
                
                
                10,691
                
                
                
                27,308Net
      (decrease) increase in cash and cash equivalents
                
                
                (3,903
                )
                
                
                2,465Cash
      and cash equivalents, beginning of year
                
                
                4,058
                
                
                
                1,593Cash
      and cash equivalents, end of year
                
                $
                155
                
                
                $
                4,058Supplemental
      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, 2009 AND 2008





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, 2009 and 2008, the Company incurred losses from
continuing operations in the amount of $116,906 and $149,858, respectively, and
as of December 31, 2009 had a net working capital deficiency of
$1,315,827.





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,
2009.





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 basic net (loss) income per share based on the weighted
      average common shares outstanding during the same period.   Diluted
      net (loss) income per share 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, 2009, 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 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:





Income
taxes are accounted for using an asset and liability approach that requires the
recognition of deferred tax asset and liabilities for the expected future tax
consequences of events that have been recognized in the Company's financial
statements or tax returns. In estimating future tax consequences, the Company
generally considers all expected future events other than changes in the tax law
or rates. A valuation allowance is recorded when it is deemed more likely than
not that a deferred tax asset will not be realized.


17


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2009 AND 2008





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:





Prior to
October 1, 2005, we accounted for stock options issued under the Plan under the
recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations, as permitted by ASC Topic 718,
“Compensation – Stock Compensation (Formerly SFAS No. 123 (R), “Share-Based
Payments. No stock- based compensation cost related to employee stock options
was recognized in the Consolidated Statement of Operations for the year ended
September 30, 2005 as all options granted under the Plan had an exercise price
equal to the market value of the underlying common stock on the date of
grant.





Effective
October 1, 2005, we adopted the fair value recognition provisions of ASC Topic
718, “Compensation – Stock Compensation (Formerly SFAS No. 123 (R), “Share-Based
Payments using the modified-prospective-transition method. Under that transition
method, compensation cost recognized in the year ended September 30, 2006
includes: (a) compensation cost for all share-based payments granted prior to,
but not yet vested as of September 30, 2005, based on the grant date fair value
estimated in accordance with the original provisions of Statement 123, and (b)
compensation cost for all share-based payments granted subsequent to October 1,
2005, based on the grant-date fair value estimated in accordance with the
provisions of Statement 123(R). Financial results for the year ended September
30, 2005 have not been restated.





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.





Recent
accounting pronouncements:




In June
2009, the Financial Accounting Standards Board (FASB), issued SFAS No. 168, "The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles-a replacement of FASB Statement No. 162".  SFAS
No. 168 establishes the FASB Accounting Standards Codification as the source of
authoritative accounting principles and the framework for selecting the
principles used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted accounting
principles in the United States. This SFAS is effective for financial statements
issued for interim and annual periods ending after September 15, 2009, and is
not expected to have a material impact on our financial statements.





In June
2009, the FASB issued Accounting Standards Update No. 2009-01, “Generally
Accepted Accounting Principles” (ASC Topic 105) which establishes the
FASB Accounting Standards Codification (“the Codification” or “ASC”)
as the official single source of authoritative U.S. generally accepted
accounting principles (“GAAP”). All existing accounting standards are
superseded. All other accounting guidance not included in the Codification will
be considered non-authoritative. The Codification also includes all relevant
Securities and Exchange Commission (“SEC”) guidance organized using the same
topical structure in separate sections within the Codification.


18


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2009 AND 2008





2.
            Summary
      of significant accounting policies
(continued):





Following
the Codification, the Board will not issue new standards in the form of
Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts.
Instead, it will issue Accounting Standards Updates (“ASU”) which will serve to
update the Codification, provide background information about the guidance and
provide the basis for conclusions on the changes to the
Codification.




The
Codification is not intended to change GAAP, but it will change the way GAAP is
organized and presented. The Codification is effective for our fiscal year
ending 2009 financial statements and the principal impact on our financial
statements is limited to disclosures as all future references to authoritative
accounting literature will be referenced in accordance with the Codification. In
order to ease the transition to the Codification, we are providing the
Codification cross-reference alongside the references to the standards issued
and adopted prior to the adoption of the Codification.





In April
2009, the FASB issued FASB Staff Positions FAS 115-2 and FAS 124-2, “Recognition
and Presentation of Other-Than-Temporary Impairments” (ASC Topic 320-10-65).
This update provides guidance for allocation of charges for other-than-temporary
impairments between earnings and other comprehensive income. It also
revises subsequent accounting for other-than-temporary impairments and expands
required disclosure. The update was effective for interim and annual periods
ending after June 15, 2009. The adoption of FAS 115-2 and FAS 124-2 did not have
a material impact on the results of operations and financial
condition





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (ASC Topic 855). This
guidance is intended to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or available to be issued. It is effective for
interim and annual reporting periods ending after June 15, 2009.  The
adoption of this guidance did not have a material impact on
our consolidated financial statements.  The Company evaluated all
events and transactions that occurred after September 30, 2009 up through
December 22, 2009.  During this period no material subsequent events
came to our attention.





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 consolidated financial statements
upon adoption.


19


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2009 AND 2008





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 $250,000.  At December 31, 2009, the
Company had no uninsured cash balances.





For the
years ended December 31, 2009 and 2008 one customer, Brooklyn Cheesecake &
Desserts Company, Inc. (New Jersey), represented 100% of our total revenues,
$16,518 and $10,698 respectively. As of December 31, 2009 and 2008,
respectively, accounts receivable from this customer was $22,732 and
$25,214.





4.
            Trademark
      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, 2009 and 2008.





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.
tradenames.





2009
                  
                  
                  2008Tradename
                  
                  $
                  90,000
                  
                  
                  $
                  90,000Acc
      Amort
                  
                  
                  46,875
                  
                  
                  
                  40,875Tradename,
      Net
                  
                  $
                  43,125
                  
                  
                  $
                  49,125





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





Years Ended December 31,2010
                  
                  
                  6,0002011
                  
                  
                  6,0002012
                  
                  
                  6,0002013
                  
                  
                  6,0002014
                  
                  
                  6,000Thereafter
                  
                  
                  13,125$
                  43,125




5.
            Notes
      payable:





A
promissory 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.


20


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2009 AND 2008





7
            Common
      stock:





The Company did not issue any common
stock during the years ended December 31, 2009 and 2008.





8.
            Income
      taxes:





The
      Company accounts for income taxes in accordance with ASC 740
      (formerly 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 $116,906 during the year ended December 31, 2009
      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, 2009 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 carry
      forward of approximately $4,000,000.  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 carry forward of approximately $4,000,000 may be offset
      against future taxable income.  The carry forward losses expire
      at the end of the years 2012 through
2024.





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





The
      table below summarizes the differences between the Company’s effective tax
      rate and the statutory federal rate as follows for the periods ended
      December 31, 2009 and 2008:





2009
                  
                  
                  2008Computed
      “expected” benefit
                  
                  $
                  (39,748
                  )
                  
                  $
                  (50,952
                  )Increase
      in valuation allowance
                  
                  
                  39,748
                  
                  
                  
                  50,952$
                  -
                  
                  
                  $
                  -





Deferred
      tax assets and liabilities are provided for significant income and expense
      items recognized in different years for tax and financial reporting
      purposes. The Components of the net deferred tax assets for the years
      ended December 31, 2009 and 2008 were as
  follows:





2009
                  
                  
                  2008Net
      operating loss carry forward
                  
                  $
                  (1,364,890
                  )
                  
                  $
                  (2,115,925
                  )Less:
      Valuation allowance
                  
                  
                  1,364,890
                  
                  
                  
                  2,115,925$
                  -
                  
                  
                  $
                  -


21


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2009 AND 2008





9.
            Common
      stock options:





On
August 4, 2004, our shareholders approved the 2004 Stock Incentive
Plan.  The plan reserves 2,000,000 shares of common stock for issuance
as approved by our board of directors. There are no outstanding options at
December 31, 2009.





The
      Board of Directors has full authority and discretion to determine the
      eligible participants to be granted stock options, the exercise option
      price, the date of issuance and the date of expiration.  The
      Company did not grant any options during the calendar years 2009 and
      2008.





Information
relating to stock option activity is as follows:





Shares
                    Underlying
                    Options
                  
                  
                  Weighted
                    Average
                    Exercise
                    PriceOutstanding
      at December 31, 2007
                  
                  
                  -
                  
                  
                  
                  -Granted  and
      Cancelled
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at December 31, 2008
                  
                  
                  -
                  
                  
                  
                  -Granted  and
      Cancelled
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at December 31, 2009
                  
                  
                  -
                  
                  
                  
                  -Options
      exercisable at December 31, 2008
                  
                  
                  -
                  
                  
                  
                  -Options
      exercisable at December 31, 2009
                  
                  
                  -
                  
                  
                  
                  -





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 $16,518 and $10,698 for 2009
      and 2008 respectively.





11.
              Subsequent
      Events







22


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





None.





ITEM
9A(T). CONTROLS AND PROCEDURES





EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES.





As of
December 31, 2009, we carried out an evaluation of the effectiveness of the
design and operation of our “disclosure controls and procedures” (as defined in
the Exchange Act Rules 13a-15(e) and 15d-15(e)) under the supervision and with
the participation of our management, including Anthony  J. Merante,
our Chief Executive Officer and Chief Financial Officer. Based upon that
evaluation, Mr. Merante concluded that our disclosure controls and
procedures are effective. 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, 2009.





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.





ITEM
9B. OTHER INFORMATION





None.


23


PART
III





ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Information
Concerning the Board of Directors and Executive Officers





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





Name
      of Director or
                            Executive
      Officer,
                            Age
      and Position
                            Held with Company
                          
                          Principal
      Occupation
                            For Previous Five Years
                          
                          Date
      of Initial Election
                            as DirectorAnthony
      J.  Merante, 49Chairman,
      President, Chief Financial
                          
                          Certified
      Public Accountant
                          
                          January
      2003Officer,
      Chief Executive Officer, and
                          
                          Chief
      Financial OfficerCorporate
      SecretaryCarmelo
      Foti, 57
                          
                          VP
      & Manager Credit & Marketing
                          
                          January
      2003Director
                          
                          National
      Bank Of Egypt, NY BranchLiborio
      Borsellino, 54
                          
                          Partner,
      RBC and Associates
                          
                          August
      2004DirectorDavid
      Rabe, 48
                          
                          President,
      Interpro Systems, Inc.
                          
                          August
      2004DirectorDonald
      O’Toole, 58
                          
                          Vice
      President of Sales of HRP, Inc.
                          
                          August
      2005Director





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.





Anthony Merantewas appointed
as director in January 2003 and was subsequently elected as a director in August
2004.  He was appointed Chief Financial Officer of the Company in
January 2005.  Mr. Merante was subsequently appointed Chairman of the
Board of Directors as well as Chief Executive Officer, President, and Corporate
Secretary in March 2006.  Mr. Merante is a Certified Public Accountant
self employed since July 1, 2009,was a partner with the firm of Reda, Romano
& Company, LLP CPA’s in Rye Brook, NY from  October 2001until July
2009.  Mr. Merante graduated from St. John’s University in 1982 with a
Bachelor’s of Science in Accounting. Among other attributes, skills, experiences
and qualifications the Board believes that Mr. Merante’s accounting background
as well as his eight years as accountant and director of the Company are the
attributes, skills experiences and qualifications that qualify him as a director
of the company.





Liborio Borsellino was elected
as a director in August 2004.  Mr. Borsellino works for RBC and
Associates.  Mr. Borsellino has been employed there since
1994.  Mr. Borsellino is a manufacturer representative for Gear Sports
Apparel, Johnson & Johnson Sports Medicine, and Gatorade
Athletic.  Mr. Borsellino received his Bachelor’s degree from
Manhattan College in 1977. Among other attributes, skills, experiences and
qualifications the Board believes that Mr. Borsellino’s background in marketing
as well as his seven years as director of the Company are the attributes, skills
experiences and qualifications that qualify him as a director of the
company.


24


Carmelo L. Fotiwas appointed
as director in January 2003 and elected as a director in August
2004.  Mr. Foti has served as President and Chief Operating Officer of
the Bank of Southeastern Connecticut since March 2006.  Previously, he
served as Vice President, Manager Credit and Marketing of the National Bank of
Egypt, NY Branch.  Mr. Foti was employed there since
1995.  Mr. Foti earned his Masters in Arts from Johns Hopkin
University in 1976.  Mr. Foti received his Bachelor’s of Arts degree
from Fordham University in 1974.  Among other attributes, skills,
experiences and qualifications the Board believes that Mr. Foti’s
banking  background  as well as his seven years as director
of the Company are the attributes, skills experiences and qualifications that
qualify him as a director of the company.





David Rabe was elected as a
director in August 2004.  Mr. Rabe is the President of Interpro
Systems, Inc.  Mr. Rabe has been with the company since January
1998.  Mr. Rabe received his Bachelor’s of Science degree in 1984 from
New York University. Among other attributes, skills, experiences and
qualifications the Board believes that Mr.
Rabe’s  background  as a self employed business owner as
well as his eight years as director of the Company are the attributes, skills
experiences and qualifications that qualify him as a director of the
company





Donald O’Toolewas appointed
as a director in August 2005.  Mr. O’Toole is a Vice President of
Sales of HRP, Inc.  Prior to that he served as a Senior Vice-President
at Petry TV, Inc. from March 1981 to June 2006.  Prior to this
position, he served as National Sales Manager for WGN TV in Chicago,
IL.  Mr. O’Toole holds a BA degree from Southern New Hampshire
University and an MBA from Iona College. Among other attributes, skills,
experiences and qualifications the Board believes that Mr. O’Toole’s background
in marketing as well as his six years as director of the Company are the
attributes, skills experiences and qualifications that qualify him as a director
of the company.





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 or greater than ten percent
stockholders had any delinquent filings pursuant to section 16(a) of the
Securities Exchange Act in 2009.





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.


25


ITEM
11. EXECUTIVE COMPENSATION





Executive
Compensation





The following Summary Compensation
Table sets forth all compensation earned, in all capacities, during the fiscal
years ended December 31, 2009 and 2008 by each of the executive officers (the
“Named Executive Officers”).





SUMMARY
COMPENSATION TABLE


Name and Principal Position
                                
                                Year
                                
                                Salary ($)
                                
                                
                                Option
                                  Awards ($)
                                
                                
                                Other
                                  Compensation
                                
                                
                                TotalAnthony
      J. Merante
                                
                                2009
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0President,
      Chief Executive
                                  Officer
      and Chief Financial
                                  Officer
                                
                                2008
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0




Option
Grants




We did not grant any options to any of
our Named Executive Officers during the years ended December 31, 2009 and
2008.





Compensation
of Directors


Our directors receive a fee of $1,000
for physical attendance at 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 were no meetings in 2009 and 2008 in which physical attendance was
required.





Name
                      
                      Fees Earned
                        Or Paid in Cash
                      
                      
                      Stock Awards
                      
                      
                      Total2009Anthony
      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
                      
                      
                      $
                      0.002008Anthony
      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
                      
                      
                      $
                      0.00





On
December 31, 2009, 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.


26


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





Securities Authorized for
Issuance UnderEquity Compensation
Plans




The 2004
Stock Incentive Plan authorizes the issuance of up to 2,000,000 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, 2010, certain information with
respect to beneficial ownership of our common stock as of March 31,
2010 by:


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


·
            each
      of our directors;


·
            each
      of our executive officers; and


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




Name and Address
                                      
                                      Title
                                      
                                      Amount and Nature of
                                        Beneficial Ownership
                                      
                                      
                                      Percent of Class(1)Anthony
      J. Merante
                                        c/o
      2070 Central Park Ave 2Fl
                                        Yonkers,
      NY 10710
                                      
                                      Executive
      Officer, Director and Beneficial Owner
                                      
                                      
                                      59,854
                                      (2)
                                      
                                      
                                      8.7
                                      %Liberio
      Borsellino
                                        c/o
      2070 Central Park Ave 2Fl
                                        Yonkers,
      NY 10710
                                      
                                      Director
                                      
                                      
                                      11,024
                                      
                                      
                                      
                                      1.6
                                      %Carmelo
      L. Foti
                                        c/o
      2070 Central Park Ave 2Fl
                                        Yonkers,
      NY 10710
                                      
                                      Director
                                      
                                      
                                      12,739
                                      
                                      
                                      
                                      1.9
                                      %David
      Rabe
                                        c/o
      2070 Central Park Ave 2Fl
                                        Yonkers,
      NY 10710
                                      
                                      Director
                                      
                                      
                                      11,024
                                      
                                      
                                      
                                      1.6
                                      %Donald
      O’Toole
                                        c/o
      2070 Central Park Ave 2Fl
                                        Yonkers,
      NY 10710
                                      
                                      Director
                                      
                                      
                                      9,381
                                      
                                      
                                      
                                      1.4
                                      %Ronald
      L. Schutté
                                        c/o
      2070 Central Park Ave 2Fl
                                        Yonkers,
      NY 10710
                                      
                                      Beneficial
      Owner
                                      
                                      
                                      125,369
                                      (3)
                                      
                                      
                                      18.3
                                      %Wachovia
      Corporation
                                        c/o
      2070 Central Park Ave 2Fl
                                        Yonkers,
      NY 10710
                                      
                                      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.


27


(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
13. 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.





Director
Independence





Our Board
of Directors has determined that each of the current directors is independent
with the exception of  Mr. Merante, who serves as our Chairman and
Chief Executive Officer. In making the foregoing determination, with respect to
our non-employee directors, the Board did not identify any matters,
transactions, relationships or arrangements that needed to be considered in
determining independence of these directors.





ITEM
14. PRINCIPAL ACCOUNTANTING 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 2009 and
2008.





Fiscal 2009
                  
                  
                  Fiscal 2008Audit
      Fees
                  
                  $
                  9,000
                  
                  
                  $
                  15,500Audit-Related
      Fees
                  
                  
                  0
                  
                  
                  
                  0Tax
      Fees
                  
                  
                  0
                  
                  
                  
                  0All
      Other Fees
                  
                  
                  0
                  
                  
                  
                  0Total
                  
                  $
                  9,000
                  
                  
                  $
                  15,500





Audit
Fees — This category includes the audit of our annual financial statements,
review of financial statements included in our Form 10-Q 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 2009 and 2008 were pre-approved by the entire Board
of Directors.


28


PART
IV





ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES





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
      33-96094.4.3
                
                2004
      Stock Incentive Plan.  Incorporated by reference to the
      Company's Definitive Proxy Statement filed on Form Schedule 14A dated July
      15, 2004.10.1
                
                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, 2005.10.7
                
                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.


29





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 15, 2010 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 15, 2010 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.


30


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.By:
                      /s/Anthony J. MeranteChairman,
      President, Chief Financial Officer and Chief Executive
OfficerApril
      15,
2010


Pursuant
to the requirements of the Securities Exchange Act of 1934, 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
      15, 2010/s/
      Carmelo Foti
                          
                          DirectorCarmelo
      Foti
                            April
      15, 2010/s/Liborio
      Borsellino
                          
                          DirectorLiborio
      Borsellino
                            April
      15, 2010/s/David
      Rabe
                          
                          DirectorDavid
      Rabe
                            April
      15, 2010/s/Donald
      O’Toole
                          
                          DirectorDonald
      O’Toole
                            April
      15, 2010


31