UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      June 9, 2006


Mr. Anthony Merante
Chairman and Chief Executive Officer
Brooklyn Cheesecake & Desserts Company, Inc.
20 Passaic Avenue
Fairfield, New Jersey 07004

      Re:	Brooklyn Cheesecake & Desserts Company, Inc.
		Information Statement on Schedule 14C
      Filed May 22, 2006
		File No. 1-13984
		Form 10-QSB, as amended, for the quarter ended March 31,
2006
		Filed May 23, 2006
		File No. 1-13984

Dear Mr. Merante:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Information Statement on Schedule 14C

1.	Please provide the information required by Item 3 of Schedule
14C, and Items, 6(a) and 7(d) of Schedule 14A (refer to Item 1 of
Schedule 14C).  Specifically, please describe any substantial
interest, direct or indirect, by security holdings or otherwise,
of
any of the persons specified in Item 3 of Schedule 14C in any
matter
to be acted upon at the shareholder meeting. Please specify the
number of shares

of common stock outstanding and the number of votes to which the
holders of common stock are entitled.  Finally, please provide the
information regarding your director nomination process and the
reasons why you believe that it is appropriate not to have a
nominating committee.
2. 	Please complete the information statement.  We note several
instances where there is bracketed information or blank spaces
that
need to be filled in.  See for example, "Meetings and Committees
of
the Board of Directors," page 4; and "Remuneration of Non-
Management
Directors," page 9.
About the Information Statement
What is the Vote Required to Approve the Proposals, page 5
3.	Please specify the vote required to approve each of the
matters
that will be voted on at the annual meeting.  Please identify the
shareholders who have provided their consent and the number of
shares
held by each of them.

Proposal 3--Ratification and Adoption of the Debt Exchange
Agreement

Reasons for the Board`s Determination to Obtain Stockholders
Ratification of the Debt Exchange Agreement, page 14
4.	We note that the Board determined that a material portion of
the
assets of JM Specialties, Inc. would not be exchanged since
ownership
of the intellectual property would be maintained.  Please
elaborate
regarding the value of the assets to be sold versus the value of
the
intellectual property to be maintained.  It is not clear to us how
you have determined that the value of the intellectual property
that
you will maintain is substantially in excess of the assets that
you
will exchange under the Exchange Agreement.  We may have further
comment.
5.	We note that you state that as part of the debt exchange
agreement, Mr. Schutte agreed to defer $800,000 until the Company
was
able to complete a merger or reverse acquisition. At that time, at
Mr. Schutte`s option, the note will be payable or convertible into
stock "at an agreed upon valuation."  Please discuss the agreed
upon
valuation for conversion.

6.	Please state whether you have any plans to complete a merger
or
reverse acquisition.

Proposal 4, Reverse Stock Split, page 15

7.	We call your attention to Rule 10b-17, which you should
consult
in connection with the process of implementing the reverse stock
split.


8.	Provide an analysis supporting your conclusion that the board
of
directors has adopted a resolution properly setting forth a
proposed
amendment as required under New York law.  Proposal 4 allows the
board of directors to determine at a later date whether it will
effect a reverse stock split of common stock anywhere from one for
two to one for twenty-five. Your analysis should address how this
procedure is consistent with the requirements of New York law for
the
adoption of amendments to the articles of incorporation.

9.	Disclose in a table or other similar format the number of
shares
of your common stock that will be: (a) issued and outstanding; (b)
authorized and reserved for issuance; and (c) authorized but
unreserved as a result of the adoption of the reverse stock split.
We note that you have included textual disclosure regarding some
of
this information.  You should also discuss the dilutive effects of
the reverse stock split on your current shareholders.

10.	As you note, the reverse stock split will result in an
increased
number of authorized but unissued shares of your common stock.
Please disclose whether you have any current plans, proposals or
arrangements, written or otherwise, to issue the additional shares
at
this time.  If so, please disclose, and if not, please
state that you have no such plans, proposals or arrangements,
written
or otherwise, at this time.

11.	Please state whether there are other provisions of your
articles, bylaws, employment agreements or credit agreements have
material anti-takeover consequences.  If not, please so state.

12.	Please discuss the 1:25 reverse stock split completed in
March
2006.  Please state why the prior reverse split occurred and why
it
is now necessary to authorize the board to do another reverse
stock
split.

13.	Please provide an explanation of how the reverse split will
be
effectuated, and whether shareholders must exchange their common
stock certificates for new certificates.  Please provide the name
and
address of the transfer agent.

Exhibit 1

Exchange Agreement

14.	Please include with this agreement each of the schedules
referred to in the agreement.






Form 10-QSB, as amended, for the quarter ended March 31, 2006

Controls and Procedures

15.	In regard to your discussion of the evaluation of your
disclosure controls and procedures, please state that your Chief
Executive Officer is also your Chief Financial Officer.

16.	Please provide the information required by Item 308(c) of
Regulation S-B.

17.	We note that the wording of your certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 does not match
precisely the language set forth in the Act.  In this regard, your
certification states that your evaluation occurred as of a date
within 90 days prior to the filing of the report, instead of as of
the end of the period.  Refer to Item 601(b)(31) of Regulation S-B
for the exact text of the
certification.

Closing Comments

      As appropriate, please amend your Form 10-QSB within ten
business days of the date of this letter.  As appropriate, please
amend your information statement in response to these comments.
You
may wish to provide us with marked copies of the amendments to
expedite our review.  Please furnish a cover letter with your
amendments that keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendments and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United

States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please contact Donna Levy at 202-551-3292 or me at 202-551-
3685
with any questions.

      Sincerely,


      							Tangela Richter
      							Branch Chief



cc:  	Joe Baratta, Esq.
Mr. Anthony Merante
Brooklyn Cheesecake & Desserts Company, Inc.
Page 5