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

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)

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

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

                                 (973) 808-8248
                ------------------------------------------------
                (Issuer's Telephone Number, including Area Code)

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

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

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

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

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

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

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

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

      Transitional Small Business Disclosure Format (check one): Yes |_| No |X|


                                                                               1
<PAGE>

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                                   FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2006
                                TABLE OF CONTENTS

                                     PART I

                                                                            Page

Item 1.  Description of Business                                               3

Item 2.  Description of Property                                               4

Item 3.  Legal Proceedings                                                     4

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

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters              4

Item 6.  Management's Discussion and Analysis of Financial
         Condition and Plan of Operations                                      5

Item 7.  Financial Statements                                                  9

Item 8.  Changes In and Disagreements With Accountants on
         Accounting and Financial Disclosure                                  21

Item 8A. Controls and Procedures                                              21

Item 8B. Other Information                                                    22

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the
         Exchange Act                                                         22

Item 10. Executive Compensation                                               23

Item 11. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters                           24

Item 12. Certain Relationships and Related Transactions                       25

Item 13. Exhibits, Financial Statement Schedules, and Reports
         On Form 8-K                                                          25

Item 14. Principal Accountant Fees and Services                               27

SIGNATURES                                                                    28


                                                                               2
<PAGE>

                                     PART I

                           FORWARD LOOKING STATEMENTS

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

ITEM 1. DESCRIPTION OF BUSINESS

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

GENERAL

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

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

TRADEMARKS

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


                                                                               3
<PAGE>

PLAN OF OPERATION

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

EMPLOYEES

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

ITEM 2. DESCRIPTION OF PROPERTY

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

ITEM 3. LEGAL PROCEEDING

      None.

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

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

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

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

Fiscal Year 2005:
First Quarter                                                  10.50        1.50
Second Quarter                                                  4.50        2.50
Third Quarter                                                   3.25        2.00
Fourth Quarter                                                  2.00         .50

Fiscal Year 2006
First Quarter                                                    .30         .26
Second Quarter                                                   .26         .26
Third Quarter                                                    .26         .26
Fourth Quarter                                                   .26         .25

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


                                                                               4
<PAGE>

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

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

RECENT SALES OF UNREGISTERED SECURITIES

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

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

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

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

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

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

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

GENERAL - Recent Developments

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

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

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


                                                                               5
<PAGE>

Although management is hopeful that licensing fees will increase in 2007 and be
sufficient to pay related expenses, they will also look for additional
opportunities.

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

Critical Accounting Policies

Revenue Recognition:

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

Stock Based Compensation:

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

RESULTS OF OPERATIONS

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

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

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

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

SEGMENT INFORMATION

      Not applicable.

LIQUIDITY AND CAPITAL RESOURCES


                                                                               6
<PAGE>

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

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

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

INFLATION AND SEASONALITY:

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

OFF-BALANCE SHEET ARRANGEMENTS

      There were no off-balance sheet arrangements during the year ended
December, 31 2006 that have or are reasonably likely to have, a current or
future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to our interests.

RISK FACTORS

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

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

      The reports of our independent Certified Public Accountants dated, April
16, 2007 and March 15, 2006 for the December 31, 2006 and 2005 condensed
financial statements, respectively contained an explanatory paragraph that
states that our recurring losses from operations and accumulated deficit raise
substantial doubt about our ability to continue as a going concern. The
condensed financial statements do not include any adjustments that might result
from the outcome of that uncertainty. We believe we will need to raise more
money to finance our operations and sustain our business model. We may not be
able to obtain additional financing on acceptable terms, or at all. Any failure
to raise additional financing will likely place us in significant financial
jeopardy.

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

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


                                                                               7
<PAGE>

RISKS RELATED TO THE MARKET FOR OUR COMMON STOCK

Risk Factors Associated With Our 1:25 Reverse Stock Split

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

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

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

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

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

The price of our common stock is subject to volatility

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

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

o     Fluctuation in our operating results;

o     Concerns about our ability to finance our continuing operations;

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

o     Fluctuations in market demand and supply of our products.

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

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


                                                                               8
<PAGE>

Possible adverse effect of issuance of preferred stock

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


                                                                               9
<PAGE>

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

                                TABLE OF CONTENTS

ITEM 7. FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm                       10

Balance Sheet 11

Statements of Operations                                                      12

Statements of Changes in Stockholders' Deficiency                             13

Statements of Cash Flows                                                      14

Notes to Financial Statements                                              15-20


                                                                              10
<PAGE>

             Report of Independent Registered Public Accounting Firm

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

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

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

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

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


                                                    /s/ Sherb & Co., LLP
                                                    Certified Public Accountants

Boca Raton, Florida
April 16, 2007


                                                                              11
<PAGE>

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                        BALANCE SHEET - DECEMBER 31, 2006

                                     ASSETS

Current assets:
  Accounts receivable                                              $     13,084
                                                                   ------------
    Total current assets                                                 13,084
                                                                   ------------

Other assets:
   Tradename, net of amortization                                        61,125
                                                                   ------------
    Total other assets                                                   61,125
                                                                   ------------

                                                                   $     74,209
                                                                   ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
 Accounts
payable
                                                                   $      9,000
 Accrued expenses                                                        85,463
 Notes payable                                                          815,000
 Notes payable, officer                                                  16,278
                                                                   ------------
    Total current liabilities                                           925,741
                                                                   ------------

Stockholders' 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
  Additional paid-in capital                                         12,254,135
  Accumulated deficit                                               (13,122,777)
                                                                   ------------
    Total stockholders' deficiency                                     (851,532)
                                                                   ------------

                                                                   $     74,209
                                                                   ============

                       See notes to financial statements.


                                                                              12
<PAGE>

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                            STATEMENTS OF OPERATIONS

                                                       Years Ended December 31,
                                                     --------------------------
                                                         2006           2005
                                                     -----------    -----------

Licensing fees                                       $    13,084    $        --
                                                     -----------    -----------


Selling, general and administrative expenses             192,383        135,792
Interest expense                                          79,463        152,366
                                                     -----------    -----------
                                                        (271,846)      (288,158)
                                                     -----------    -----------

Loss from continuing operations                         (257,762)      (288,158)
                                                     -----------    -----------

Discontinued operations
  Loss from discontinued
    operations                                          (383,781)      (776,153)
 Gain on disposal of assets                              527,371             --
                                                     -----------    -----------
Gain (loss) from discontinued
  operations                                             143,590       (776,153)
                                                     -----------    -----------

Net loss                                             ($ 115,172 )   ($1,064,311)
                                                     ===========    ===========

Earnings per common share:
 Basic and diluted:

Loss from continuing operations                            (0.39)         (0.58)
Gain (loss) from discontinued operations                    0.22          (1.56)
                                                     -----------    -----------

Net loss per common share                                  (0.17)         (2.14)

Weighted average number of
 common shares outstanding
 basic and diluted                                       666,369        496,983
                                                     ===========    ===========

                       See notes to financial statements.


                                                                              13
<PAGE>

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

<TABLE>
<CAPTION>
                                                              Common Stock
                                                       ---------------------------
                                                          Number                     Additional                         Total
                                                            of                         Paid-in      Accumulated     Stockholders'
                                                          Shares         Amount        Capital         Deficit        Deficiency
                                                       ------------   ------------   ------------   ------------    -------------
<S>                                                         <C>       <C>            <C>            <C>             <C>
Balance at January 1, 2005                                  339,813   $      8,495   $ 11,537,145   ($11,943,294)   ($   397,654)

       Stock issued for salary                               74,000          1,850        146,150             --         148,000
       Stock issued for professional services                12,517            313         25,937             --          26,250
       Stock issued for website development                 100,000          2,500        338,550             --         341,050
       Stock issued for repayment of debt                     9,017            225         17,809             --          18,034
       Stock issued for Directors' fees                       5,666            142         12,858             --          13,000
       Net loss for the year ended December 31, 2005             --             --             --     (1,064,311)     (1,064,311)
                                                       ------------   ------------   ------------   ------------    ------------

Balance at December 31, 2005                                541,013         13,525     12,078,449    (13,007,605)       (915,631)
                                                       ------------   ------------   ------------   ------------    ------------

           Stock issued for salary                           40,400          1,010         49,490             --          50,500
       Stock issued for professional services                30,000            750         36,750             --          37,500
       Stock issued for repayment of debt                     9,032            225         11,046             --          11,271
       Stock issued for directors' fees                      64,000          1,600         78,400             --          80,000
       Net loss for the year ended December 31, 2006             --             --             --       (115,172)       (115,172)
                                                       ------------   ------------   ------------   ------------    ------------

Balance at December 31, 2006                                684,445   $     17,110   $ 12,254,135   ($13,122,777)   ($   851,532)
                                                       ============   ============   ============   ============    ============
</TABLE>

                       See notes to financial statements.


                                                                              14
<PAGE>

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                            Years Ended December 31,
                                                                            ------------------------
                                                                              2006           2005
                                                                            ---------      ---------
<S>                                                                         <C>            <C>
Operating activities:
   Loss from continuing operations                                          ($258,762)     ($288,158)
   Adjustments to reconcile loss from continuing operations to
    net cash used in continuing operating activities:
       Depreciation and amortization                                            6,000          6,000
         Changes in operating assets and liabilities:
             Fees Receivable                                                  (13,084)            --
             Prepaid expenses                                                  20,671          4,025
      Accounts payable                                                          9,000             --
             Accrued expenses                                                  85,463             --
                                                                            ---------      ---------
       Net cash used in operating activities                                 (150,712)      (278,133)
                                                                            ---------      ---------
Gain (loss) from discontinued operations                                     (383,781)      (776,153)
   Adjustments to reconcile loss from discontinued operations to net cash
    Provided by (used in) discontinued operating activities:
     Gain on disposal of assets                                               527,371             --
     Depreciation and amortization                                             31,654        107,346
     Common stock issued for services                                         168,000        187,250
     Impairment loss                                                               --        201,887
     Decrease in net assets from discontinued operations                      422,573         99,463
    (Decrease) Increase in net liabilities from discontinued operations      (646,185)       172,803
                                                                            ---------      ---------
Net cash provided by (used in) discontinued operations                        119,632         (7,404)
                                                                            ---------      ---------

Investing activities:
      Purchase of property and equipment                                           --        (30,163)
    Sale of property & equipment                                              249,198             --
                                                                            ---------      ---------
Net cash provided by (used in) investing activities                           249,198        (30,163)
                                                                            ---------      ---------

Financing activities:
      Proceeds from notes payable                                              15,000             --
      Proceeds from capital
lease                                                                              --         12,503
      Proceeds from officers' loans                                            16,278        286,250
      Payment of capital lease                                                     --        (10,834)
      Principal payment of notes payable                                     (208,241)            --
      Principal payment of officers' loans                                    (48,599)            --
                                                                            ---------      ---------
Net cash (used in) provided by financing activities                          (225,562)       287,919
                                                                            ---------      ---------

Net decrease in cash and cash equivalents                                      (7,444)       (27,781)

Cash and cash equivalents, beginning of year                                    7,444         35,225
                                                                            ---------      ---------

Cash and cash equivalents, end of year                                      $      --      $   7,444
                                                                            =========      =========

Cash paid during the year for:
      Interest:                                                             $      --      $  72,814
                                                                            =========      =========
Non-cash transactions affecting investing and financing transactions:
     Issuance of restricted common shares for debt                          $      --      $ 168,034
                                                                            =========      =========
</TABLE>

                       See notes to financial statements.


                                                                              15
<PAGE>

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

1. Description of business and going concern:

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

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

2. Summary of significant accounting policies:

      Cash and cash equivalents:

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

      Accounts receivable and allowances:

      Accounts receivable are reported at net realizable value.

      Use of estimates:

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

      Net (Loss) Income per Share:

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

      Income Taxes:

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


                                                                              16
<PAGE>

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

2. Summary of significant accounting policies (continued):

      Impairment of Long-Lived Assets:

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

      Fair Value of Financial Instruments:

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

      Reclassifications:

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

      Recent accounting pronouncements:

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

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

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

      Recent accounting pronouncements (continued):

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


                                                                              17
<PAGE>

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

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

3. Concentration of credit risk and major customers:

      The Company maintains all of its cash balances in New Jersey financial
      institutions. The balances are insured by the Federal Deposit Insurance
      Company (FDIC) up to $100,000. At December 31, 2006, the Company had no
      uninsured cash balances.

4. Tradename and licensing agreements:

      On March 7, 2002, the Company purchased the rights to the tradenames
      Brooklyn Cheesecake Company, Inc. and Brooklyn Cheesecake & Desserts
      Company, Inc. and the related corporate logo in exchange for 300,000
      shares of the Company's common stock, valued on the purchase date at
      $90,000. The tradename rights are being amortized on the straight-line
      basis over a fifteen-year term. Amortization expense was $6,000 and
      $6,000, respectively, for the years ended December 31, 2006 and 2005.

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

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

      Years Ended December 31,
      2007                                                               $ 6,000
      2008                                                                 6,000
      2009                                                                 6,000
      2010                                                                 6,000
      2011                                                                 6,000
      Thereafter                                                          31,125
                                                                         -------

                                                                         $61,125
                                                                         =======


                                                                              18
<PAGE>

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

5. Notes payable:

      Note dated January 31, 2006 was issued and is payable to Ronald L. Schutte
      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. Schutte also advanced
      $15,000 to cover additional expenses during that period.

6. Common stock:

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

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

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

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

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

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

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

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

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

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

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

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


                                                                              19
<PAGE>

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

6. Common stock (continued):

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

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

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

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

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

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

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

7 Income taxes:

      The Company accounts for income taxes in accordance with Statement of
      Financial Accounting Standards ("SFAS No. 109") "Accounting for Income
      Taxes", which requires an asset and liability approach to financial
      accounting and reporting for income taxes. Deferred income tax assets and
      liabilities are computed annually for differences between the financial
      statement and income tax basis of assets and liabilities that will result
      in taxable or deductible amounts in the future based on enacted tax laws
      and rates applicable to the periods in which the differences are expected
      to affect taxable income.

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


                                                                              20
<PAGE>

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

7 Income taxes(continued):

      Valuation allowances are established when necessary to reduce deferred tax
      assets to the amount expected to be realized. Income tax expense is the
      tax payable or refundable for the period, plus or minus the change during
      the period in deferred tax assets and liabilities. There was no cumulative
      effect of adoption or current effect in continuing operations mainly
      because the Company has accumulated a net operating loss carryforward of
      approximately $11,000,000. The Company has made no provision for a
      deferred tax asset nor for increase in such due to a valuation allowance
      has been provided which is equal to the deferred tax asset. It cannot be
      determined at this time that a deferred tax asset is more likely that not
      to be realized.

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

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

8. Common stock options:

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


                                                                              21
<PAGE>

                  BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

8. Common stock options (continued):

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

                                                                        Weighted
                                                    Shares               Average
                                                  Underlying            Exercise
                                                   Options               Price
                                                  ----------            --------

      Outstanding at December 31, 2004               13,000             $   2.50
         Granted                                    143,432             $   2.22
         Cancelled                                  (13,000)            $   2.50
                                                   --------             --------
      Outstanding at December 31, 2005              143,432             $   2.22
         Exchange                                  (143,432)            $   2.22
                                                   --------             --------
                                                                        --------
      Outstanding at December 31, 2006                   --                   --
                                                   ========             ========

      Options exercisable at December 31, 2005      143,432             $   2.22
                                                   ========             ========
      Options exercisable at December 31, 2006           --                   --
                                                   ========             ========

9. Exchange Agreement:

      On March 28, 2006, the Company entered into an exchange agreement with
      Ronald L. Schutte 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. Schutte. The balance
      of the Company's obligation to Mr. Schutte will be extinguished upon the
      Company raising additional capital. The Company also entered into an
      exclusive licensing agreement with Mr. Schutte and a company owned by Mr.
      Schutte whereby, the Company receives one percent of sales as a royalty
      for use of the Company's trademarks. Mr. Schutte also acquired the stock
      of the Company's J.M. Specialty, Inc. subsidiary.

10. Discontinued Operations:

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


                                                                              22
<PAGE>

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

      None.

ITEM 8A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

      As of December 31, 2006, we carried out an evaluation of the effectiveness
of the design and operation of our "disclosure controls and procedures" (as
defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) under the supervision
and with the participation of our management, including Anthony J. Merante, our
Chief Executive Officer and Chief Financial Officer. Based upon that evaluation,
Mr. Merante concluded that our disclosure controls and procedures are effective.
There were no significant changes in our disclosure controls and procedures that
have materially affected or are reasonably likely to materially affect our
internal controls over financial reporting during the quarter ended December 31,
2006.

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

CHANGES IN INTERNAL CONTROLS

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

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS.

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

CONCLUSIONS.

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


                                                                              23
<PAGE>

ITEM 8B. OTHER INFORMATION

      None.

                                    PART III

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

Information Concerning the Board of Directors and Executive Officers

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

<TABLE>
<CAPTION>
Name of Director or
Executive Officer,
Age and Position                           Principal Occupation                          Date of Initial
Held with Company                          For Previous Five Years                       Election as Director
-----------------                          -----------------------                       --------------------
<S>                                        <C>                                           <C>
Anthony J.  Merante, 45
Chairman, President, Chief Financial       Certified Public Accountant                   January 2003
Officer, Chief Executive Officer, and      Chief Financial Officer
Corporate Secretary

Carmelo Foti, 53                           VP & Manager Credit & Marketing National      January 2003
Director                                   Bank Of Egypt, NY Branch

Liborio Borsellino, 50                     Partner, RBC and Associates                   August 2004
Director

David Rabe, 45                             President, Interpro Systems, Inc.             August 2004
Director

Donald O'Toole, 54                         Senior Vice-president, Petry TV, Inc.         August 2005
Director
</TABLE>

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.


                                                                              24
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

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

Audit Committee

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

Code of Ethics

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

ITEM 10. EXECUTIVE COMPENSATION

Compensation of Directors

Directors of the Company receive a fee of $1,000 for attending each meeting of
the Board of Directors or a committee thereof. In addition, all directors are
reimbursed for their reasonable out-of-pocket expenses incurred in connection
with attending such meetings. There was one meeting of the board of directors in
2006 for which the fee was waived in exchange for converting options held to
common stock.

Executive Compensation

The following table sets forth compensation paid to the former Chief Executive
Officer and to Executive Officers of the Company, excluding those executive
officers who did not receive an annual salary and bonus in excess of $100,000,
for the three years ended December 31, 2006.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                           Option          Other
Name and Principal Position       Year       Salary ($)    Awards ($)      Compensation       Total
---------------------------       ----       ----------    ----------      ------------       -----
<S>                               <C>        <C>           <C>             <C>               <C>
Anthony J. Merante                2006       $   0.00      $  0.00         $0.00             $   0.00
President, Chief Executive        2005       $ 96,000      $12,000         $0.00             $108,000
Officer and Chief Financial
Officer

Ron Schutte, (former)             2006       $   0.00      $  0.00         $0.00             $   0.00
Chief Executive Officer           2005       $200,000      $30,000         $0.00             $230,000
                                  2004       $200,000      $  0.00         $0.00             $200,000
</TABLE>


                                                                              25
<PAGE>

No other executive officer received a salary and bonus in excess of $100,000 for
the three years ended December 31, 2006.

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

Securities Authorized for Issuance Under Equity Compensation Plans

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

Owners of our Common Stock

The following table sets forth, as of March 31, 2007, certain information with
respect to beneficial ownership of our common stock as of March 31, 2007 by: o
each person known to us to be the beneficial owner of more than 5% of our common
stock; o each of our directors; o each of our executive officers; and o all of
our executive officers and directors as a group.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Name and Address           Amount and Nature of Beneficial   Percent of Class(1)
                           Ownership
--------------------------------------------------------------------------------
<S>                         <C>                              <C>
Anthony J. Merante          59,852                           11.1%
c/o 20 Passaic Ave
Fairfield, NJ 07004
--------------------------------------------------------------------------------
Charles Brofman             28,000 (2)                       5.2%
c/o 20 Passaic Ave
Fairfield, NJ 07004
--------------------------------------------------------------------------------
James Bruchetta             28,000 (2)                       5.2%
c/o 20 Passaic Ave
Fairfield, NJ 07004
--------------------------------------------------------------------------------
Richard Rosa                28,000 (2)                       5.2%
c/o 20 Passaic Ave
Fairfield, NJ 07004
--------------------------------------------------------------------------------
Bailey Family Trust         33,602                           6.3%
c/o 20 Passaic Ave
Fairfield, NJ 07004
--------------------------------------------------------------------------------
Ronald L. Schutte          125,369                           18.3%
c/o 20 Passaic Ave
Fairfield, NJ 07004
--------------------------------------------------------------------------------
Wachovia Corporation        35,280                           6.6%
c/o 20 Passaic Ave
Fairfield, NJ 07004
--------------------------------------------------------------------------------
Directors and Nominal       44,168                           10.5%
Executives as a
Group (4 persons)
--------------------------------------------------------------------------------
</TABLE>

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

(2)   Voting rights held by Chairman of the Board pursuant to website
      development agreement dated March 1, 2005.


                                                                              26
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Exchange of Assets

On March 28, 2006, the Company entered into an exchange agreement with Ronald L.
Schutte 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. Schutte. The balance of the Company's obligation to Mr.
Schutte will be extinguished upon the Company raising additional capital. The
Company also entered into an exclusive licensing agreement with Mr. Schutte and
a company owned by Mr. Schutte whereby, the Company receives one percent of
sales as a royalty for use of the Company's trademarks. Mr. Schutte also
acquired the stock of the Company's J.M. Specialty, Inc. subsidiary.

ITEM 13. EXHIBITS

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

  Exhibit
   Number   Description
   ------   -----------

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

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

      3.1   Restated Certificate of Incorporation. Incorporated by reference to
            the Company's Registration Statement on Form SB-2 Registration
            Number 33-96094.

      3.2   Amended and Restated By-laws. Incorporated by reference to the
            Company's Registration Statement on Form SB-2 Registration Number
            33-96094.

      3.3   Amendment to Certificate of Incorporation. Incorporated by reference
            to the Company's Current Report on Form 8-K, dated February 23,
            2005.

      3.4   Amendment to Certificate of Incorporation. Incorporated by reference
            to the Company's Current Report on Form 8-K, dated March 22, 2006.

      4.1   Form of certificate for shares of Common Stock. Incorporated by
            reference to the Company's Registration Statement on Form SB-2
            Registration Number 33-96094.

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

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


                                                                              27
<PAGE>

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

      10.8  Note dated January, 31 2006 between the Company and Ronald L.
            Schutte. 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. Schutte;
            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. Schutte. Incorporated by
            reference to the Company's Current Report on Form 8-K dated March
            31, 2006.

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

      *31.1 Certification dated April 16, 2007 pursuant to Exchange Act Rule
            13a-14(a) or 15d-14(a) of the Principal Executive Officer and
            Principal Financial Officer as adopted pursuant to Section 302 of
            the Sarbanes Oxley-Act of 2002 by Anthony J. Merante, President,
            Chief Executive Officer, and Chief Financial Officer.

      *32.1 Certification dated April 16, 2007 pursuant to 18 U.S.C. Section
            1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002 made by Anthony J. Merante, President, Chief Executive Officer,
            and Chief Financial Officer.

---------------------

*     Filed Herewith.

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


                                                                              28
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT'S FEES AND SERVICES

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

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

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

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

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

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

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


                                                                              29
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant duly caused this Annual Report on Form 10- KSB to be signed on
its behalf by the undersigned, thereunto duly authorized on April 17, 2007.

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.


By: /s/Anthony J. Merante
-------------------------
Chairman, President, Chief Financial Officer and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on
April 17, 2007.

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

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


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


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


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


/s/Donald O'Toole                   Director
---------------------------
Donald O'Toole


                                                                              30
<PAGE>

EXHIBIT 21  Subsidiaries of Brooklyn Cheesecake & Desserts Company, Inc.

None.


                                                                              31