UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K




ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended: December 31,
      2008
              Commission File Number:
    0-13984





BROOKLYN CHEESECAKE &
DESSERTS COMPANY, INC.


(Exact
name of registrant as specified in its charter)





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





800
      Westchester Ave, Suite N405
                Rye
      Brook, NY
            
            10573(Address
      of principal executive offices)
            
            (Zip
      Code)





(914)
701-0170


(Registrant’s
Telephone Number, including Area Code)





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





Securities
      registered pursuant to
                Section 12(g) of the
Act:Common
      Stock, par value $.025 per
share





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





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





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





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and  will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x





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


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





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ̈Nox





The
aggregate market value of common stock, par value $.025 per share, held by
non-affiliates at June 30,2008 (the last business day of the registrant’s most
recently completed second fiscal quarter) was $105,094 . Such aggregate market
value was computed by reference to the closing price of the common stock of the
registrant on the Over-the-Counter Bulletin Board on June 30, 2008.





As of
March 31, 2009, 684,445 shares of registrant’s common stock, par value $.025 per
share, were issued and outstanding.








BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


FORM
10-K


YEAR
ENDED DECEMBER 31, 2008


TABLE OF
CONTENTS




PagePART IItem
      1.
                                    Business
                                    3Item
      1A.
                                    Risk
      Factors
                                    4Item
      1B.
                                    Unresolved
      Staff Comments
                                    5Item
      2.
                                    Properties
                                    5Item
      3.
                                    Legal
      Proceedings
                                    5Item
      4.
                                    Submission
      of Matters to a Vote of Security Holders
                                    5PART
      IIItem
      5.
                                    Market
      for Registrants Common Equity, Related Stockholder
                                      Matters
      and Issuer Purchases of Equity Securities
                                    6Item
      6
                                    Selected
      Financial Data
                                    7Item
      7.
                                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                    7Item
      7A.
                                    Quantitative
      and Qualitative Disclosure About Market Risk
                                    9Item
      8.
                                    Financial
      Statements and Supplementary Data
                                    10Item
      9.
                                    Changes
      In and Disagreements With Accountants on
                                      Accounting
      and Financial Disclosure
                                    24Item
      9A(T). Controls
      and Procedures
                                    24Item
      9B.
                                    Other
      Information
                                    25PART
      IIIItem
      10.
                                    Directors,
      Executive Officers and Corporate Governance
                                    25Item
      11.
                                    Executive
      Compensation
                                    26Item
      12.
                                    Security
      Ownership of Certain Beneficial Owners and
                                      Management
      and Related Stockholder Matters
                                    28Item
      13.
                                    Certain
      Relationships and Related Transactions, and
                                      Direct
      Independence
                                    29Item
      14.
                                    Principal
      Accountant Fees and Services
                                    29Part
      IVItem
      15.
                                    Exhibits
                                    30SIGNATURES
                                    32


2





PART
I





FORWARD
LOOKING STATEMENTS




Except for historical information, this
document contains various “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  These forward-looking statements involve risks and
uncertainties, including, among other things, statements regarding our revenue
mix, anticipated costs and expenses, development, relationships with strategic
partners and other factors discussed under “Business” and “Management's
Discussion and Analysis”.  These forward-looking statements may
include declarations regarding our belief or current expectations of management,
such as statements indicating that “we expect,” “we anticipate,” “we intend,”
“we believe,” and similar language.  We caution that any
forward-looking statement made by us in this Form 10-K or in other announcements
made by us are further qualified by important factors that could cause actual
results to differ materially from those projected in the forward-looking
statements, including without limitation the risk factors set forth in this Form
10-K beginning on page 4.





ITEM
1.  BUSINESS





GENERAL





Brooklyn Cheesecake & Desserts
Company, Inc. was incorporated in November 1993. The Company's executive offices
are located at 800 Westchester Avenue, Suite N405, Rye Brook, NY 10573 and its
telephone number is (914) 701-0170. The Company licenses its Brooklyn Cheesecake
& Desserts Company trademark to Brooklyn Cheesecake & Desserts Company,
Inc. (a New Jersey Company).  These licensing fees are presently its
only source of revenue.





From
March 2002 through March 2006, the Company was a manufacturer of baking and
confectionary products.  In March 2006, the Company entered into an
Exchange Agreement pursuant to which it exchanged its baking equipment and other
fixed assets and JMS Specialty, its wholly owned subsidiary, for the
satisfaction and assumption of approximately $1,145,000 of outstanding
liabilities and obligations owed to Ronald L. Schutte, its former president and
chief executive officer. The Company retained its trademarks and now licenses
these trademarks to a New Jersey corporation formed by Mr. Schutte to continue
the baking operations that were transferred to him pursuant to the Exchange
Agreement.  This is the Company’s only present customer and there is
no certainty that the Company would be able to license these trademarks to other
third partners if its existing customer would permit it to do so.





TRADEMARKS





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





PLAN
OF OPERATION





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


3





EMPLOYEES





As of December 31, 2008, Brooklyn
Cheesecake & Desserts Company had one executive officer and no employees.
Anthony J. Merante is the Chairman, President, Chief Financial Officer, Chief
Executive Officer and Corporate Secretary.





ITEM
1A. RISK FACTORS





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





The
reports of our Independent Registered Public Accounting Firm dated, April 10,
2009 and April 8, 2008 for the December 31, 2008 and 2007 condensed financial
statements, respectively contained an explanatory paragraph that states that our
recurring losses from operations and working capital deficit raise substantial
doubt about our ability to continue as a going concern.  The condensed
financial statements do not include any adjustments that might result from the
outcome of that uncertainty.  We believe we will need to raise more
money to finance our operations and sustain our business model.  We
may not be able to obtain additional financing on acceptable terms, or at
all.   Any failure to raise additional financing will likely
place us in significant financial jeopardy.





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





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





RISKS RELATED TO THE MARKET FOR OUR
COMMON STOCK





The
price of our common stock is subject to volatility





Our common stock has traded as low as
$.25 per share and as high as $.45 per share during the twelve months ended
December 31, 2008.  Our average trading volume is extremely
low.  As such, a significant sale of newly issued shares of our common
stock or resale of the issued and outstanding shares of our common stock may
result in a major fluctuation of the market price. Some other factors leading to
the volatility include:





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


·
            Fluctuation
      in our operating results;


·
            Concerns
      about our ability to finance our continuing
  operations;


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


·
            Fluctuations
      in market demand and supply of our
products.





Our common stock is currently eligible
for quotation on the over-the-counter-bulletin-board and an investor’s ability
to trade our common stock may be limited by trading volume





The trading volume in our common shares
has been relatively limited.  A consistently active trading market for
our common stock may not continue on the
Over-The-Counter-Bulletin-Board.  The average daily trading volume in
our common stock on the Over-The-Counter-Bulletin-Board for the year ended
December 31, 2008 was negligible.


4




Possible
adverse effect of issuance of preferred stock





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





ITEM
1B. UNRESOLVED STAFF COMMENTS





Not applicable.





ITEM
2.  PROPERTIES





The Company occupies secured space at
20 Passaic Avenue, Fairfield, NJ 07004 as storage for Company
records.  As the Company no longer has manufacturing operations, it
believes that this space is sufficient for its present operations.





ITEM
3. LEGAL PROCEEDINGS





None.





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





None.


5





PART
II





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





The Company's Common Stock is quoted on
the Over the Counter Bulletin Board (“OTCBB”) under the symbol "BCKE" effective
March 22, 2006.  Prior to that, the Company’s Common Stock was quoted
on the OTCBB under the symbol “BCAK”.  The following table sets forth
the range of quarterly high and low bid prices, as reported during the last two
fiscal years.





Period
                    
                    High
                    
                    
                    LowFiscal
      Year 2007:First
      Quarter
                    
                    
                    .28
                    
                    
                    
                    .25Second
      Quarter
                    
                    
                    .28
                    
                    
                    
                    .25Third
      Quarter
                    
                    
                    .25
                    
                    
                    
                    .25Fourth
      Quarter
                    
                    
                    .49
                    
                    
                    
                    .20Fiscal
      Year 2008:First
      Quarter
                    
                    
                    .40
                    
                    
                    
                    .25Second
      Quarter
                    
                    
                    .25
                    
                    
                    
                    .25Third
      Quarter
                    
                    
                    .25
                    
                    
                    
                    .25Fourth
      Quarter
                    
                    
                    .25
                    
                    
                    
                    .25





The above quotations reflect
inter-dealer prices, without retail mark-up, markdown or commission and may not
reflect actual transactions.  On April 11, 2009, the closing bid price
for our common stock was $0.15 per share.





HOLDERS





As of March 31, 2009, we had 75
stockholders of record of our common stock. Such number of record holders was
derived from the records maintained by our transfer agent, Computershare Trust
Co.





DIVIDEND
POLICY





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





RECENT
SALES OF UNREGISTERED SECURITIES





None.


6





SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS





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





ITEM
6. SELECTED FINANCIAL DATA





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





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





OVERVIEW





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





We
presently do not have sufficient cash to implement our business plan. We have
experienced this lack of liquidity throughout 2007 and  2008, causing
us to be unable to meet our obligations as they come due. We believe that we
need to raise or otherwise obtain at least $1,000,000 in additional financing in
order to satisfy our existing obligations and implement our business plan.If we are not
successful in obtaining such financing, we may not be able to continue to
operate our business.





Although
management is hopeful that 2009 licensing fees will be sufficient to pay related
expenses, they will also look for additional opportunities.





The
following discussion and analysis should be read in conjunction with the
financial statements and the related notes thereto included in this Form 10-K at
Item 8.


7





Critical Accounting
Policies





Revenue
Recognition:





Income from licensing fees are
recognized from the sale by our licensee of goods bearing the Brooklyn
Cheesecake & Desserts Company, Inc. trademark.  The Company follows the
guidance of 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 licensing fees were $10,698 and $15,787 for the years ended December
31, 2008 and 2007 respectively, a decrease of $5,089 or 32.2%. The decrease is
attributable to lower sales of baking goods by the licensee of the Company’s
trademarks due to the current economic situation.





Selling,
general and administrative expenses were $54,606 and $64,243 for the years ended
December 31, 2008 and 2007 respectively, a decrease of $9,637 or 15%. The
decrease was attributable to a reduction of legal fees.





Interest
expense was unchanged in 2008 at $105,950 as the amount of debt outstanding was
unchanged and our obligations are all fixed rate loans.





SEGMENT
INFORMATION





Not
applicable.





LIQUIDITY
AND CAPITAL RESOURCES





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





As of
December 31, 2008, the Company had a negative working capital of $1,204,921 as
compared to a negative working capital of $1,061,063 at December 31,
2007.





Net Cash
Used in Operating Activities for the year ended December 31, 2008 of $24,843 was
due to our loss from continuing operations of ($149,858) and a decrease in fees
receivable of $6,343, offset by an increase in accounts payable and accrued
expenses of $125,358 and amortization expense of $6,000.





Net Cash
Provided by Financing Activities during the year ended December 31, 2008 of
$27,308 was due to cash advances from the officer.


8





As of
March 31, 2009, the Company had cash of $1,646. We do not have sufficient cash
on hand to fund our operations for the next twelve months. Current operations
are being funded by licensing fees and cash advances from our chief executive
officer.




INFLATION
AND SEASONALITY:





Licensing revenue may vary based on
peak baking seasons for the licensee of our trademarks. Revenues may be affected
by holiday seasons such as Thanksgiving, Christmas, Jewish New Year, Easter and
Passover.





OFF-BALANCE
SHEET ARRANGEMENTS





There were no off-balance sheet
arrangements during the year ended December, 31 2008 that have or are reasonably
likely to have, a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to our
interests.





ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK





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


9





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.




TABLE
OF CONTENTS





Management’s
      Report on Internal Control Over Financial Reporting
              
              11Report
      of Independent Registered Public Accounting Firm
              
              12Balance
      Sheets
              
              13Statements
      of Operations
              
              14Statements
      of Changes in Stockholders' Deficiency
              
              15Statements
      of Cash Flows
              
              16Notes
      to Financial Statements
              
              17-23


10





MANAGEMENT’SREPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING





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





•
            Pertain to the maintenance of
      records that, in reasonable detail, accurately and fairly reflect the
      transactions and dispositions of our
      assets;


•
              Provide reasonable assurance that
      transactions are recorded as necessary to permit preparation of financial
      statements in accordance with accounting principles generally accepted in
      the United States;


•
            Provide reasonable assurance that
      our receipts and expenditures are being made only in accordance with
      authorization of our management and directors;
  and




•
            Provide reasonable assurance
      regarding prevention or timely detection of unauthorized acquisition, use,
      or disposition of our assets that could have a material effect on the
      financial statements.





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





Our management assessed the
effectiveness of its internal control over financial reporting as of
December 31, 2008. In making this assessment, management
used the criteria established inInternal
Control-Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on its assessment,
management has concluded that the Company’s internal control over financial
reporting was effective as of December 31, 2008.





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




Date:April 14, 2009




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


11





Report of Independent
Registered Public Accounting Firm





To The
Board of Directors and shareholders


Brooklyn
Cheesecake & Desserts Company, Inc.





We
have audited the accompanying balance sheets of Brooklyn Cheesecake &
Desserts Company, Inc. as of December 31, 2008 and 2007, and the related
statements of operations, changes in stockholders' deficiency, and cash flows
for the years then ended.  These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.





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





In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Brooklyn Cheesecake & Desserts
Company, Inc. as of December 31, 2008 and 2007, and the results of its
operations and cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As shown in the accompanying financial
statements, the Company incurred significant losses from operations for the
years ended December 31, 2008 and 2007 and as of December 31, 2008 has a working
capital deficiency in the amount of $1,204,921, which raises substantial doubt
about the Company's ability to continue as a going concern.  The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





/s/ Sherb
& Co., LLP


Certified
Public Accountants





Boca
Raton, Florida


April 10,
2009


12


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.
 BALANCE
SHEETS
 
 December
      31,2008
                                                
                                                
                                                2007ASSETSCurrent
      assets:Cash
                                                
                                                $
                                                4,058
                                                
                                                
                                                $
                                                1,593Accounts
      receivable
                                                
                                                
                                                25,214
                                                
                                                
                                                
                                                18,871Total
      current assets
                                                
                                                
                                                29,214
                                                
                                                
                                                
                                                20,464Other
      assets:Tradename,
      net of amortization
                                                
                                                
                                                49,125
                                                
                                                
                                                
                                                55,125Total
      other assets
                                                
                                                
                                                49,125
                                                
                                                
                                                
                                                55,125$
                                                78,397
                                                
                                                
                                                $
                                                75,589LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      liabilities:Accounts
      payable
                                                
                                                $
                                                44,321
                                                
                                                
                                                $
                                                25,313Accrued
      expenses
                                                
                                                
                                                301,663
                                                
                                                
                                                
                                                195,313Notes
      payable
                                                
                                                
                                                815,000
                                                
                                                
                                                
                                                815,000Cash
      advances, officer
                                                
                                                
                                                73,209
                                                
                                                
                                                
                                                45,901Total
      current liabilities
                                                
                                                
                                                1,234,193
                                                
                                                
                                                
                                                1,081,527Stockholders'
      deficiency:Preferred
      stock $.001 par value, authorized 2,000,000 shares, none
      issued
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -Common
      stock, $.025 par value, authorized 30,000,000 shares, issued and
      outstanding 684,445 shares
                                                
                                                
                                                17,110
                                                
                                                
                                                
                                                17,110Additional
      paid-in capital
                                                
                                                
                                                12,254,135
                                                
                                                
                                                
                                                12,254,135Accumulated
      deficit
                                                
                                                
                                                (13,427,041
                                                )
                                                
                                                
                                                (13,277,183
                                                )Total
      stockholders' deficiency
                                                
                                                
                                                ( 1,155,796
                                                )
                                                
                                                
                                                ( 1,005,938
                                                )$
                                                78,397
                                                
                                                
                                                $
                                                75,589
 
 See notes
to financial statements.
  13
  BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.
 STATEMENTS
OF OPERATIONS
 
 Years
      Ended December 31,2008
                                      
                                      
                                      2007Licensing
      fees
                                      
                                      $
                                      10,698
                                      
                                      
                                      $
                                      15,787Selling,
      general and administrative expenses
                                      
                                      
                                      54,606
                                      
                                      
                                      
                                      64,243Interest
      expense
                                      
                                      
                                      105,950
                                      
                                      
                                      
                                      105,950(160,556
                                      )
                                      
                                      
                                      (170,193
                                      )Net
      Loss
                                      
                                      $
                                      (149,858
                                      )
                                      
                                      $
                                      (154,406
                                      )Earnings
      per common share:Basic
      and diluted:
                                      
                                      $
                                      (0.22
                                      )
                                      
                                      $
                                      (0.23
                                      )Weighted
      average number ofcommon shares
      outstanding basic and diluted
                                      
                                      $
                                      684,445
                                      
                                      
                                      $
                                      684,445
 
 See notes
to financial statements.
  14
  BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.
 STATEMENTS
OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
 YEARS
ENDED DECEMBER 31, 2008 AND 2007
  Common StockNumber
                        
                        
                        
                        
                        
                        Additional
                        
                        
                        
                        
                        
                        Totalof
                        
                        
                        
                        
                        
                        Paid-in
                        
                        
                        Accumulated
                        
                        
                        Stockholders’Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Deficit
                        
                        
                        DeficiencyBalance
      at December 31, 2006
                        
                        
                        684,445
                        
                        
                        $
                        17,110
                        
                        
                        $
                        12,254,135
                        
                        
                        $
                        (13,122,777
                        )
                        
                        $
                        (851,532
                        )Net
      loss for the year ended December 31, 2007
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        ( 154,406
                        )
                        
                        
                        ( 154,406
                        )Balance
      at December 31, 2007
                        
                        
                        684,445
                        
                        
                        
                        17,110
                        
                        
                        
                        12,254,135
                        
                        
                        
                        (
      13,277,183
                        )
                        
                        
                        ( 1,005,938
                        )Net
      loss for the year ended December 31, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        ( 149,858
                        )
                        
                        
                        ( 149,858
                        )Balance
      at December 31, 2008
                        
                        
                        684,445
                        
                        
                        $
                        17,110
                        
                        
                        $
                        12,254,135
                        
                        
                        $
                        (13,427,041
                        )
                        
                        $
                        ( 1,155,796
                        )
 
 See notes
to financial statements.
 15
 BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.
 STATEMENTS
OF CASH FLOWS
 YEARS
ENDED DECEMBER 31,
 
 2008
                          
                          
                          2007Operating
      activities:Net
      Loss
                          
                          $
                          (149,858
                          )
                          
                          $
                          (154,406
                          )Amortization
                          
                          
                          6,000
                          
                          
                          
                          6,000Increase
      (decrease) in operating assets and liabilities:Fees
      receivable
                          
                          
                          (6,343
                          )
                          
                          
                          (5,787
                          )Accounts
      payable
                          
                          
                          19,008
                          
                          
                          
                          16,313Accrued
      expenses
                          
                          
                          106,350
                          
                          
                          
                          109,850Net
      cash used in operating activities
                          
                          
                          (24,843
                          )
                          
                          
                          (28,030
                          )Financing
      activities:Proceeds
      from cash advances, officer
                          
                          
                          27,308
                          
                          
                          
                          29,623Net
      cash provided by financing activities
                          
                          
                          27,308
                          
                          
                          
                          29,623Net
      increase in cash and cash equivalents
                          
                          
                          2,465
                          
                          
                          
                          1,593Cash
      and cash equivalents, beginning of year
                          
                          
                          1,593
                          
                          
                          
                          -Cash
      and cash equivalents, end of year
                          
                          $
                          4,058
                          
                          
                          $
                          1,593Supplemental
      disclosures:Cash
      paid during the year for:Taxes
                          
                          $
                          -
                          
                          
                          $
                          -Interest
                          
                          $
                          -
                          
                          
                          $
                          -
 
 See notes
to financial statements.
  16





BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2008 AND 2007





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, 2008 and 2007, the Company incurred losses from
continuing operations in the amount of $149,858 and $154,406, respectively, and
as of December 31, 2008 had a net working capital deficiency of
$1,204,921.





2.
            Summary
      of significant accounting policies:





Cash and
cash equivalents:


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





Accounts
receivable and allowances:


Accounts
receivable are reported at net realizable value. Management considers the need
for an allowance for doubtful accounts related to its accounts receivable that
are deemed to have potential collectability issues. Management reviews its
accounts receivable on a quarterly basis. The Company includes any receivables
balances determined to be uncollectible along with a general reserve for
doubtful accounts. No allowance was considered necessary at December 31,
2008.





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, 2008, the
Company had no such securities outstanding.





Revenue
Recognition:


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





Income
Taxes:


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


17


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2008 AND 2007





2.
            Summary
      of significant accounting policies
(continued):





Impairment
of Long-Lived Assets:


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





Stock
Based Compensation:





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





Fair
Value of Financial Instruments:


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




Recent
accounting pronouncements:





The Company adopted the provisions of
FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” on
January 1, 2007. The adoption did not result in the recording of a
liability for unrecognized tax benefits. The Company or one or more of its
subsidiaries files income tax returns in the U.S. federal jurisdiction and
various states and local jurisdictions. While the Company’s past tax returns are
not currently under examination, generally all past returns are subject to
examination by the relevant taxing authorities. The Company has not recorded any
liability for uncertain tax positions since management believes the tax return
position taken reflects the most likely outcome upon audit and that any audit
adjustment would not result in any additional tax liability as a result of the
Company’s material tax losses.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities” (“SFAS No. 159”), which
provides companies with an option to report selected financial assets and
liabilities at fair value. SFAS No. 159 also establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. SFAS No. 159 is effective as of the beginning of an entity’s
first fiscal year beginning after November 15, 2007. The Company believes
that the adoption of SFAS No. 159 will not have a material effect on the
Company’s financial statements.





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


18


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2008 AND 2007





2.
              Summary
      of significant accounting policies
(continued):





•
            Recognizes
      and measures in its financial statements the identifiable assets acquired,
      the liabilities assumed, and any noncontrolling interest in the
      acquiree;





•
            Recognizes
      and measures the goodwill acquired in the business combination or a gain
      from a bargain purchase; and





•
            Determines
      what information to disclose to enable users of the financial statements
      to evaluate the nature and financial effects of the business
      combination.





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





•
            The
      ownership interests in subsidiaries held by parties other than the parent
      be clearly identified, labeled, and presented in the consolidated
      statement of financial position within equity, but separate from the
      parent’s equity.





•
            The
      amount of consolidated net income attributable to the parent and to the
      noncontrolling interest be clearly identified and presented on the face of
      the consolidated statement of
income.





•
            Changes
      in a parent’s ownership interest while the parent retains its controlling
      financial interest in its subsidiary be accounted for consistently. A
      parent’s ownership interest in a subsidiary changes if the parent
      purchases additional ownership interests in its subsidiary or if the
      parent sells some of its ownership interests in its subsidiary. It also
      changes if the subsidiary reacquires some of its ownership interests or
      the subsidiary issues additional ownership interests. All of those
      transactions are economically similar, and this statement requires that
      they be accounted for similarly, as equity
  transactions.





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





•
            Entities
      provide sufficient disclosures that clearly identify and distinguish
      between the interests of the parent and the interests of the
      noncontrolling owners.





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





In
March 2008, the FASB issued FASB No. 161, “Disclosures about
Derivative Instruments and Hedging Activities,” which amends and expands the
disclosure requirements of FASB No. 133, “Accounting for Derivative
Instruments and Hedging Activities,” with the intent to provide users of
financial statements with an enhanced understanding of; how and why an entity
sues derivative instruments, how the derivative instruments and the related
hedged items are accounted for and how the related hedged items affect an
entity’s financial position, performance and cash flows. This statement is
effective for financial statements for fiscal years and interim periods
beginning after November 15, 2008. Management believes this statement has no
impact on the  financial statements of the Company.





In
May 2008, the FASB issued SFAS 162, The Hierarchy of Generally Accepted
Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP in the United States. Any effect of applying
the provisions of SFAS 162 shall be reported as a change in accounting principle
in accordance with SFAS 154, Accounting Changes and Error
Corrections. SFAS 162 is effective 60 days following approval by the
Securities and Exchange Commission of the Public Company Accounting Oversight
Board amendments to AU Section 411, The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles.Management does
not anticipate that the adoption of SFAS 162 will have a material impact on the
Company’s consolidated financial statements.


19


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2008 AND 2007





2.
              Summary
      of significant accounting policies
(continued):




In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities (“FSP 03-6-1”), which addresses whether instruments
granted in share-based payment transactions are participating securities prior
to vesting and, therefore, need to be included in earnings allocation in
computing earnings per share under the two-class method. The statement is
effective for financial statements issued for fiscal years beginning after
December 15, 2008 and retrospective application is required for all periods
presented. Management believes FSP 03-6-1 has no impact on the consolidated
financial statements of the Company.





On
September 12, 2008, the FASB issued FSP FAS 133-1 and FIN 45-4, Disclosures about Credit Derivatives
and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB
Interpretation No. 45; and Clarification of the Effective Date of FASB
Statement No. 161(“FSP FAS 133-1 and FIN 45-4”). FSP FAS 133-1 and
FIN 45-4 (1) amends Statement of Financial Accounting Standards (“SFAS”)
No. 133, Accounting for
Derivative Instruments and Hedging Activities(“SFAS 133”), to require
disclosures by sellers of credit derivatives, including credit derivatives
embedded in a hybrid instrument; (2) amends FASB Interpretation
No. 45, Guarantor’s
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, to require an additional disclosure
about the current status of the payment/performance risk of a guarantee and
(3) clarifies the FASB’s intent about the effective date of SFAS
No. 161, Disclosures
about Derivative Instruments and Hedging Activities — an amendment of FASB
Statement No. 133(“SFAS 161”). FSP FAS 133-1 and FIN 45-4 is
effective for reporting periods ending after November 15, 2008. Management
believes FSP FAS 133-1 and FIN 45-4 have no impact on the consolidated financial
statements of the Company.





In
October 2008 the FASB issued FASB Staff Position SFAS No. 157-3,
“Determining the Fair Value of a Financial Asset When the Market for That Asset
Is Not Active” (“FSP”). This FSP clarifies the application of SFAS No. 157
in an inactive market and provides an example to illustrate key considerations
in determining the fair value of a financial asset when the market for that
financial asset is not active. This FSP was effective October 10, 2008 and
must be applied to prior periods for which financial statements have not been
issued. The application of this FSP did not have a material impact to our
consolidated financial statements.





On
December 11, 2008, the FASB issued FSP FAS 140-4 and FASB Interpretation
(“FIN”) 46(R)-8, Disclosures
about Transfers of Financial Assets and Interests in Variable Interest Entities(“FSP FAS 140-4 and FIN 46(R)-8”). This FSP requires additional
disclosures by public entities with continuing involvement in transfers of
financial assets to special purpose entities and with variable interests in
VIEs. FSP FAS 140-4 and FIN 46(R)-8 was effective for reporting periods ending
after December 15, 2008. Management believes FSP FAS 140-4 and FIN 46(R)-8
have no material impact on the consolidated financial statements of the
Company.





On
January 12, 2009, the Financial Accounting Standards Board (“FASB”) issued
FASB Staff Position (“FSP”) Emerging Issues Task Force (“EITF”) 99-20-1, Amendments to the Impairment
Guidance of EITF Issue No. 99-20(“FSP EITF 99-20-1”). This FSP
amends EITF Issue No. 99-20, Recognition of Interest Income and
Impairment on Purchased Beneficial Interests and Beneficial Interests That
Continue to Be Held by a Transferor in Securitized Financial Assets,by
eliminating the requirement that a holder’s best estimate of cash flows be based
upon those that a market participant would use. Instead, FSP EITF 99-20-1
eliminates the use of market participant assumptions and requires the use of
management’s judgment in the determination of whether it is probable there has
been an adverse change in estimated cash flow. This FSP was effective for
reporting periods ending after December 15, 2008. Management believes FSP EITF
99-20-1 has no material impact on the consolidated financial statements of the
Company.





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


20


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2008 AND 2007





3.
            Concentration
      of credit risk and major customers:





The
Company maintains all of its cash balances in a New Jersey financial
institution.  The balances are insured by the Federal Deposit
Insurance Company (FDIC) up to $250,000.  At December 31, 2008, the
Company had no uninsured cash balances.





For the
years ended December 31, 2008 and 2007 one customer, Brooklyn Cheesecake &
Desserts Company, Inc. (New Jersey), represented 100% of our total revenues,
$10,698 and $15,787 respectively. As of December 31, 2008 and 2007 accounts
receivable from this customer was $25,214 and $18,871,
respectively.





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, 2008 and 2007.





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.




2008
              
              
              2007Tradename
              
              $
              90,000
              
              
              $
              90,000Accumulated
      Amortization
              
              
              40,875
              
              
              
              34,875Tradename,
      net
              
              $
              49,125
              
              
              $
              55,125




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





Years Ended December
31,





2009
                  
                  
                  6,0002010
                  
                  
                  6,0002011
                  
                  
                  6,0002012
                  
                  
                  6,0002013
                  
                  
                  6,000Thereafter
                  
                  
                  19,125$
                  49,125





5.
              Notes
      payable:





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





6.
              Cash
      Advances Officer:





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




7.
              Common
      stock:





The
Company did not issue any common stock during the years ended December 31, 2008
and 2007.


21


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2008 AND 2007





8.
            Income
      taxes:





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





The
Company had a net loss of $149,858 during the year ended December 31, 2008 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,
2008 other than net operating losses.





Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized.  Income tax expense is the tax payable
or refundable for the period, plus or minus the change during the period in
deferred tax assets and liabilities.  There was no cumulative effect
of adoption or current effect in continuing operations mainly because the
Company has accumulated a net operating loss carry forward of approximately
$6,000,000.  The Company has made no provision for a deferred tax
asset nor for increase in such due to a valuation allowance has been provided
which is equal to the deferred tax asset.  It cannot be determined at
this time that a deferred tax asset is more likely that not to be
realized.





The
Company's loss carry forward of approximately $6,000,000 may be offset against
future taxable income.  The carry forward losses expire at the end of
the years 2012 through 2028.





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








2008
              
              
              2007Computed
      “expected” benefit
              
              $
              50,952
              
              
              $
              52,498Increase
      in valuation allowance
              
              
              (50,952
              )
              
              
              (52,498
              )$
              -
              
              
              $
              -
  Deferred
tax assets and liabilities are provided for significant income and expense items
recognized in different years for tax and financial reporting purposes. The
Components of the net deferred tax assets for the years ended December 31, 2008
and 2007 were as follows:
 
 2008
              
              
              2007Net
      operating loss carry forward
              
              $
              2,115,925
              
              
              $
              2,115,925Less:
      Valuation allowance
              
              
              (2,115,925
              )
              
              
              (2,115,925
              )$
              -
              
              
              $
              -


9.
              Common
      stock options:





On August
4, 2004 our shareholders approved the 2004 Stock Incentive Plan.  The
plan reserves 2,000,000 shares of common stock for issuance as approved by our
board of directors. There are no outstanding options at December 31,
2008.





The Board
of Directors has full authority and discretion to determine the eligible
participants to be granted stock options, the exercise option price, the date of
issuance and the date of expiration.  The Company did not grant any
options during the calendar years 2008 and 2007.





Information
relating to stock option activity is as follows:





Shares
                    Underlying
                    Options
                  
                  
                  Weighted
                    Average
                    Exercise
                    PriceOutstanding
      at December 31, 2006
                  
                  
                  -
                  
                  
                  
                  -Cancelled
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at December 31, 2007
                  
                  
                  -
                  
                  
                  
                  -Granted
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at December 31, 2008
                  
                  
                  -
                  
                  
                  
                  -Options
      exercisable at December 31, 2007
                  
                  
                  -
                  
                  
                  
                  -Options
      exercisable at December 31, 2008
                  
                  
                  -
                  
                  
                  
                  -




22


BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.


NOTES TO
FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2008 AND 2007





10.
            Exchange
      Agreement:





On March
28, 2006, the Company entered into an exchange agreement with Ronald L. Schutté
its former Chairman and CEO whereby the Company exchanged $1,145,315 in assets
in exchange for $1,145,315 of the $1,945,315 liabilities of the company which
included some of the debt due to Mr. Schutté.  The balance of the
Company’s $800,000 obligation to Mr. Schutté will be extinguished upon the
Company raising additional capital.  Mr. Schutté also assumed the
balance of the building lease and various equipment leases. The Company also
entered into an exclusive licensing agreement with Mr. Schutté and a company
owned by Mr. Schutté whereby, the Company receives one percent of sales as a
royalty for use of the Company’s trademarks.  Mr. Schutté also
acquired the stock of the Company’s J.M. Specialty, Inc.
subsidiary.  Licensing fees were $10,698 and $15,787 for 2008 and 2007
respectively.


23


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





None.





ITEM
9A(T). CONTROLS AND PROCEDURES





EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES.





As of December 31, 2008, we
carried out an evaluation of the effectiveness of the design and operation of
our “disclosure controls and procedures” (as defined in the Exchange Act Rules
13a-15(e) and 15d-15(e)) under the supervision and with the participation of our
management, including Anthony  J. Merante, our Chief Executive Officer
and Chief Financial Officer. Based upon that evaluation, Mr. Merante
concluded that our disclosure controls and procedures are effective. There were
no significant changes in our disclosure controls and procedures that have
materially affected or are reasonably likely to materially affect our internal
controls over financial reporting during the year ended December 31,
2008.





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.


24





ITEM
9B. OTHER INFORMATION





None.





PART
III





ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Information
Concerning the Board of Directors and Executive Officers





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





Name
      of Director orExecutive
      Officer,Age
      and Position
              
              Principal
      Occupation
              
              Date
      of Initial ElectionHeld with Company
              
              For Previous Five Years
              
              as DirectorAnthony
      J.  Merante, 48Chairman,
      President, Chief Financial
              
              Certified
      Public Accountant
              
              January
      2003Officer,
      Chief Executive Officer, and
              
              Chief
      Financial OfficerCorporate
      SecretaryCarmelo
      Foti, 56
              
              VP
      & Manager Credit & Marketing
              
              January
      2003Director
              
              National
      Bank Of Egypt, NY BranchLiborio
      Borsellino, 53
              
              Partner,
      RBC and Associates
              
              August
      2004DirectorDavid
      Rabe, 47
              
              President,
      Interpro Systems, Inc.
              
              August
      2004DirectorDonald
      O’Toole, 57
              
              Vice
      President of Sales of HRP, Inc.
              
              August
      2005Director





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





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





Anthony Merantewas appointed
as director in January 2003 and was subsequently elected as a director in August
2004.  He was appointed Chief Financial Officer of the Company in
January 2005.  Mr. Merante was subsequently appointed Chairman of the
Board of Directors as well as Chief Executive Officer, President, and Corporate
Secretary in March 2006.  Mr. Merante is a Certified Public Accountant
and has been a partner with the firm of Reda, Romano & Company, LLP CPA’s in
Rye Brook, NY since October 2001.  Mr. Merante graduated from St.
John’s University in 1982 with a Bachelor’s of Science in
Accounting.





Liborio Borsellino was elected
as a director in August 2004.  Mr. Borsellino works for RBC and
Associates.  Mr. Borsellino has been employed there since
1994.  Mr. Borsellino is a manufacturer representative for Gear Sports
Apparel, Johnson & Johnson Sports Medicine, and Gatorade
Athletic.  Mr. Borsellino received his Bachelor’s degree from
Manhattan College in 1977.


25


Carmelo L. Fotiwas appointed
as director in January 2003 and elected as a director in August
2004.  Mr. Foti has served as President and Chief Operating Officer of
the Bank of Southeastern Connecticut since March 2006.  Previously, he
served as Vice President, Manager Credit and Marketing of the National Bank of
Egypt, NY Branch.  Mr. Foti was employed there since
1995.  Mr. Foti earned his Masters in Arts from Johns Hopkin
University in 1976.  Mr. Foti received his Bachelor’s of Arts degree
from Fordham University in 1974.





David Rabe was elected as a
director in August 2004.  Mr. Rabe is the President of Interpro
Systems, Inc.  Mr. Rabe has been with the company since January
1998.  Mr. Rabe received his Bachelor’s of Science degree in 1984 from
New York University.





Donald O’Toolewas appointed
as a director in August 2005.  Mr. O’Toole is a Vice President of
Sales of HRP, Inc.  Prior to that he served as a Senior Vice-President
at Petry TV, Inc. from March 1981 to June 2006.  Prior to this
position, he served as National Sales Manager for WGN TV in Chicago,
IL.  Mr. O’Toole holds a BA degree from Southern New Hampshire
University and an MBA from Iona College.





Section
16(a) Beneficial Ownership Reporting Compliance




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




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





Audit
Committee





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





Code of
Ethics





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





ITEM
11. EXECUTIVE COMPENSATION





Executive
Compensation





The following Summary Compensation
Table sets forth all compensation earned, in all capacities, during the fiscal
years ended December 31, 2008 and 2007 by each of the executive officers (the
“Named Executive Officers”).


26




SUMMARY
COMPENSATION TABLE




Option
                    
                    
                    OtherName and
      Principal Position
                    
                    Year
                    
                    Salary ($)
                    
                    
                    Awards ($)
                    
                    
                    Compensation
                    
                    
                    TotalAnthony
      J. Merante
                    
                    2008
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0President,
      Chief Executive Officer and Chief Financial Officer
                    
                    2007
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0





Option
Grants




We did not grant any options to any of
our Named Executive Officers during the years ended December 31, 2008 and
2007.




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




The following table sets forth certain
information with respect to aggregate option exercises by the Named Executive
Officers in the fiscal years ended December 31, 2008 and 2007 and with respect
to the unexercised options held by the Named Executive Officer as of December
31, 2008 and 2007.




Shares
                              Acquired
      on
                            
                            
                            Value
                            
                            
                            Number
      of Securities
                              Underlying
      Unexercised
                              Options
      at Fiscal Year End (#)
                            
                            
                            Value
      of Unexercised
                              In-The-Money
      Options
                              at
      Fiscal Year End ($) (1)Name
                            
                            Exercise
      (#)
                            
                            
                            Realized
      ($)
                            
                            
                            Exercisable
                            
                            
                            Unexercisable
                            
                            
                            Exercisable
                            
                            
                            Unexercisable2008Anthony
      Merante
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            02007Anthony
      Merante
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0





Compensation
of Directors




Our directors receive a fee of $1,000
for physical attendance at each meeting of the Board of Directors or a committee
thereof. In addition, all directors are reimbursed for their reasonable
out-of-pocket expenses incurred in connection with attending such meetings.
There were no meetings in 2007 and 2008 in which physical attendance was
required.





Fees
      EarnedName
                      
                      Or Paid in Cash
                      
                      
                      Stock Awards
                      
                      
                      Total2008Anthony
      J. Merante
                      
                      $
                      0.00
                      
                      
                      $
                      0.00
                      
                      
                      $
                      0.00Carmelo
      Foti
                      
                      $
                      0.00
                      
                      
                      $
                      0.00
                      
                      
                      $
                      0.00Liberio
      Borsellino
                      
                      $
                      0.00
                      
                      
                      $
                      0.00
                      
                      
                      $
                      0.00David
      Rabe
                      
                      $
                      0.00
                      
                      
                      $
                      0.00
                      
                      
                      $
                      0.00Donald
      O’ Toole
                      
                      $
                      0.00
                      
                      
                      $
                      0.00
                      
                      
                      $
                      0.002007Anthony
      J. Merante
                      
                      $
                      0.00
                      
                      
                      $
                      0.00
                      
                      
                      $
                      0.00Carmelo
      Foti
                      
                      $
                      0.00
                      
                      
                      $
                      0.00
                      
                      
                      $
                      0.00Liberio
      Borsellino
                      
                      $
                      0.00
                      
                      
                      $
                      0.00
                      
                      
                      $
                      0.00David
      Rabe
                      
                      $
                      0.00
                      
                      
                      $
                      0.00
                      
                      
                      $
                      0.00Donald
      O’ Toole
                      
                      $
                      0.00
                      
                      
                      $
                      0.00
                      
                      
                      $
                      0.00




27





On
December 31, 2008, each of our directors held the following number of shares of
our common stock that were received as stock awards during their respective
tenures as directors:





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





Employment
Contracts, Termination of Employment and Change in Control
Arrangements


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





ITEM
12. 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 2,000,000 shares of common
stock, none of which are presently issued and outstanding.  The 2004
Stock incentive Plan was approved by our shareholders.




Owners of our Common
Stock


The
following table sets forth, as of March 31, 2009, certain information with
respect to beneficial ownership of our common stock as of March 31,
2009 by:


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




·
            each
      of our directors;




·
            each
      of our executive officers; and




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




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




28





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




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




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




ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Exchange
of Assets





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





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 2008 and
2007.





Fiscal 2008
                  
                  
                  Fiscal 2007Audit
      Fees
                  
                  $
                  15,500
                  
                  
                  $
                  15,500Audit-Related
      Fees
                  
                  
                  0
                  
                  
                  
                  1,000Tax
      Fees
                  
                  
                  0
                  
                  
                  
                  0All
      Other Fees
                  
                  
                  0
                  
                  
                  
                  0Total
                  
                  $
                  15,500
                  
                  
                  $
                  16,500





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





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


29


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





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





Our Board
of Directors has adopted a procedure for pre-approval of all fees charged by our
independent auditors. Under the procedure, the Board approves the engagement
letter with respect to audit, tax and review services. Other fees are subject to
pre-approval by the Board, or, in the period between meetings, by a designated
member of Board. Any such approval by the designated member is disclosed to the
entire Board at the next meeting. The audit and tax fees paid to the auditors
with respect to fiscal years 2008 and 2007 were pre-approved by the entire Board
of Directors.





PART
IV


ITEM
15.  EXHIBITS





The following Exhibits are filed as
part of this report.





Exhibit
                  Number
                
                Description2.1
                
                Purchase
      and Sale Agreement, dated June 2, 1995, by and among the Company,
      Greenberg Dessert Associates Limited Partnership, SMG Baking Enterprises,
      Inc. and its limited partners.  Incorporated by reference to the
      Company's Registration Statement on Form SB-2 Registration Number
      33-96094.2.2
                
                Stock
      Purchase Agreement, dated as of January 17, 1997, by and between the
      Company and Philip Grabow, without exhibits.  Incorporated by
      reference to Schedule 13-D filed by Philip Grabow on SEC File Number
      005-48185.3.1
                
                Restated
      Certificate of Incorporation.  Incorporated by reference to the
      Company's Registration Statement on Form SB-2 Registration Number
      33-96094.3.2
                
                Amended
      and Restated By-laws.  Incorporated by reference to the
      Company's Registration Statement on Form SB-2 Registration Number
      33-96094.3.3
                
                Amendment
      to Certificate of Incorporation. Incorporated by reference to the
      Company's Current Report on Form 8-K, dated February 23,
    2005.3.4
                
                Amendment
      to Certificate of Incorporation. Incorporated by reference to the
      Company's Current Report on Form 8-K, dated March 22,
  2006.4.1
                
                Form
      of certificate for shares of Common Stock.  Incorporated by
      reference to the Company's Registration Statement on Form SB-2
      Registration Number 33-96094.4.2
                
                Form
      of Representatives Warrant.  Incorporated by reference to the
      Company's Registration Statement on Form SB-2 Registration Number
      33-96094.4.3
                
                2004
      Stock Incentive Plan.  Incorporated by reference to the
      Company's Definitive Proxy Statement filed on Form Schedule 14A dated July
      15, 2004.


30





10.1
                    
                    Modification
      agreement between the Company and Ronald L. Schutté dated April 30, 2005.
      Incorporated by reference to the Company’s Current Report on Form 8-K
      dated May 5, 2005.10.2
                    
                    Modification
      agreement between the Company and Ronald L. Schutté dated May 20, 2005.
      Incorporated by reference to the Company’s Current Report on Form 8-K
      dated May 26, 2005.10.3
                    
                    Modification
      agreement between the Company and Ronald L. Schutté dated June 17, 2005.
      Incorporated by reference to the Company’s Current Report on Form 8-K
      dated June 23, 2005.10.4
                    
                    Modification
      agreement between the Company and Ronald L. Schutté dated July 31, 2005.
      Incorporated by reference to the Company’s Current Report on Form 8-K
      dated August 4, 2005.10.5
                    
                    Factoring
      Agreement between the Company and Rockland Credit Finance LLC, dated
      August 26, 2005. Incorporated by reference to the Company’s Current Report
      on Form 8-K dated September 1, 2005.10.6
                    
                    Financing
      Agreement between the Company and Rockland Credit Finance LLC, dated
      August 26, 2005. Incorporated by reference to the Company’s Current Report
      on Form 8-K dated September 1, 2005.10.7
                    
                    Modification
      agreement between the Company and Ronald L. Schutté dated November 30,
      2005. Incorporated by reference to the Company’s Current Report on Form
      8-K dated December 7, 2005.10.8
                    
                    Note
      dated January, 31 2006 between the Company and Ronald L. Schutté.
      Incorporated by reference to the Company’s Current Report on Form 8-K
      dated February 3, 2006.10.9
                    
                    Note
      dated January, 31 2006 between the Company and Anthony J.
      Merante.  Incorporated by reference to the Company’s Current
      Report on Form 8-K dated February 3, 2006.10.10
                    
                    Amendment
      to Articles of Incorporation to implement the reverse stock split of the
      outstanding shares of the Company’s common stock at a ratio of
      1:25.  Incorporated by reference to the Company’s Current Report
      on Form 8-K dated March 22, 2006.10.11
                    
                    Departure
      of Director and principal officer Ronald L. Schutté; election of director
      and appointment of principal officer Anthony J. Merante. Incorporated by
      reference to the Company’s Current Report on Form 8-K dated March 29,
      2006.10.12
                    
                    Asset
      Exchange Agreement, tenant’s lease assignment, and exclusive licensing
      agreement with the Company’s former Chairman, Chief Executive Officer, and
      President Ronald L. Schutté. Incorporated by reference to the Company’s
      Current Report on Form 8-K dated March 31, 2006.*21.1
                    
                    Subsidiaries
      of Brooklyn Cheesecake & Desserts Company, Inc.*31.1
                    
                    Certification
      dated April 14, 2009 pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)
      of the Principal Executive Officer and Principal Financial Officer as
      adopted pursuant to Section 302 of the Sarbanes Oxley-Act of 2002 by
      Anthony J. Merante, President, Chief Executive Officer, and Chief
      Financial Officer.*32.1
                    
                    Certification
      dated April 14, 2009 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.


31
  SIGNATURES


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





BROOKLYN
      CHEESECAKE & DESSERTS COMPANY, INC.By:
              /s/Anthony J. MeranteChairman,
      President, Chief Financial Officer and Chief Executive
    OfficerApril
      14, 2009





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





Signatures
                    
                    Title/s/ Anthony J. Merante
                    
                    President,
      Chief Executive Officer and ChiefAnthony
      J. Merante
                    
                    Financial
      OfficerApril
      14, 2009/s/ Carmelo Foti
                    
                    DirectorCarmelo
      FotiApril
      14, 2009/s/Liborio Borsellino
                    
                    DirectorLiborio
      BorsellinoApril
      14, 2009/s/David Rabe
                    
                    DirectorDavid
      RabeApril
      14,2009/s/Donald O’Toole
                    
                    DirectorDonald
      O’TooleApril
      14, 2009




32