Exhibit 3.01
                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                             CREATIVE BAKERIES, INC.


                 Under Section 805 of the Business Corporation Law

      The undersigned, being the Chief Executive Officer of CREATIVE BAKERIES,
INC. does hereby certify and set forth as follows:

FIRST:  The name of the corporation is:

                             CREATIVE BAKERIES, INC.

      SECOND: The Certificate of Incorporation was filed by the Department of
State on November 12, 1993, under the name CIP, Inc.

THIRD: The Certificate of Incorporation is hereby amended as follows:

      a)    To change the name of the corporation so that paragraph FIRST shall
            read as follows:

"FIRST: The name of the corporation is:

                   BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC."

      b)    To increase the number of shares of Common Stock, thereby increasing
            the total aggregate number of shares authorized. The number of
            shares of Preferred Stock shall remain unchanged. As amended,
            paragraph FOURTH shall read as follows:

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      "FOURTH: The aggregate number of shares which the corporation shall have
authority to issue shall be Thirty Two Million (32,000,000) shares, as follows:

      a.    Common Stock: Of the total authorized capital stock, the corporation
            shall have the authority to issue Thirty Million (30,000,000) shares
            having a par value of one mil ($.001) each, which shares shall be
            designated "Common Stock"

      b.    Preferred Stock: This corporation shall also have the authority to
            issue Two Million (2,000,000) shares with the par value of one mil
            ($.001) each, which shares shall be designated "Preferred Stock"


            A.    Shares of Preferred Stock may be issued from time to time in
                  one or more series, each such series to have distinctive
                  serial designations, as shall hereafter be determined for the
                  issuance of such Preferred Stock, from time to time, adopted
                  by the Board of Directors pursuant to authority so to do,
                  which is hereby vested in the Board of Directors, which
                  resolutions shall be filed with the Department of State of the
                  State of New York as required by law.

            B.    Each series of Preferred Stock

                  (i)   may have such number of shares;

                  (ii)  may have such voting powers, full or limited, or may be
                        without voting powers;

                  (iii) may be subject to redemption at such time or times and
                        at such prices;

                  (iv)  may be entitled to receive dividends (which may be
                        cumulative or noncumulative) at such rate or rates, on
                        such conditions, from such date or dates, and at such
                        times, and payable in preference to, or in such relation
                        to, the dividends payable on any other class or classes
                        or series of stock;

                  (v)   may have such rights upon the dissolution of, or upon
                        any distribution of, the assets of the corporation;

                  (vi)  may be convertible into, or exchangeable for, shares of
                        any other class or classes or of any other series of the
                        same or any other class or classes of stock of the
                        corporation at such price or prices or at such rates of
                        exchange, and with such adjustments;

<PAGE>

                  (vii) may be entitled to the benefit of a sinking fund or
                        purchase fund, to be applied to the purchase or
                        redemption of shares of such series;

                  (viii)may be entitled to the benefit of conditions and
                        restrictions upon the creation of indebtedness of this
                        corporation or any subsidiary, upon the issuance of any
                        additional stock (including additional shares of such
                        series or of any other series), and upon the payment of
                        dividends or the making of other distributions on, and
                        the purchase, redemption or other acquisition by this
                        corporation or any subsidiary of any outstanding stock
                        of this corporation; and

                  (ix)  may have such other relative, participation, optional or
                        other rights, qualifications, all as shall be stated in
                        said resolution or resolutions providing for the
                        issuance of such Preferred Stock. Except, where
                        otherwise set forth in the resolution or resolutions
                        adopted by the Board of Directors providing for the
                        issuance of any series of Preferred Stock, the number of
                        shares comprising such series may be increased or
                        decreased (but not below the number of shares then
                        outstanding) from time to time by like action of the
                        Board of Directors.

            C.    Shares of any series of Preferred Stock which have been
                  redeemed (whether through the operation of a sinking fund or
                  otherwise) or purchased by the corporation, or which, if
                  convertible or exchangeable, have been converted into or
                  exchanged for shares of stock of any other class or classes,
                  shall have the status of authorized and unissued shares of
                  Preferred Stock and may be reissued as a part of the series of
                  which they were, subject to the conditions or restrictions on
                  issuance set forth in the resolution or resolutions adopted by
                  the Board of Directors providing for the issuance of any
                  series of Preferred Stock and subject to any filing required
                  by law."

      FOURTH: The above amendments to the Certificate of Incorporation were
authorized by written consent of the Board of Directors, followed by written
consent of the holders of all outstanding shares entitled to vote thereon.

<PAGE>

      IN WITNESS WHEREOF, this Certificate of Amendment has been subscribed this
day of February, 2005, by the undersigned who affirms that the statements made
herein are true under the penalties of perjury.


----------------------------
Ronald L. Schutte
Chief Executive Officer

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                             CREATIVE BAKERIES, INC.

                Under Section 805 of the Business Corporation Law



FILER:
Baratta & Goldstein
597 Fifth Avenue
New York, New York   10017