-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FeSZZquj8+d/Yb0dYSeYBiWPfB6f+M17kvX7S4RG3mVsbMhRt8sReZ1jRM6RJNXy 7EwsCmFQb0v5YwZT4zuGMA== 0001144204-05-005768.txt : 20050222 0001144204-05-005768.hdr.sgml : 20050222 20050222172546 ACCESSION NUMBER: 0001144204-05-005768 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050218 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050222 DATE AS OF CHANGE: 20050222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brooklyn Cheesecake & Desert Com CENTRAL INDEX KEY: 0000949721 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 133832215 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13984 FILM NUMBER: 05632239 BUSINESS ADDRESS: STREET 1: 20 PASSAIC AVE CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 9738088248 MAIL ADDRESS: STREET 1: 20 PASSAIC AVE CITY: FAIRFIELD STATE: NJ ZIP: 07004 FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE BAKERIES INC DATE OF NAME CHANGE: 19970812 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAM GREENBERG JR DESSERTS & CAFES INC DATE OF NAME CHANGE: 19950918 8-K 1 v013421.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 18, 2005 Brooklyn Cheesecake & Desert Company, Inc. (Exact name of Company as specified in its charter)
New York 1-13984 13-382215 (State or Other Jurisdiction) (Commission File Number) (I.R.S. Employer Identification) of Incorporation)
20 Passaic Avenue, Fairfield, NJ 07004 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (973) 808-9292 -------------- N/A --- (Former name or former address, if changed since last report) |_| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c)) ITEM 8.01 Other Events. On February 18, 2005, the Company filed a certificate of amendment to its certificate of incorporation changing its name to Brooklyn Cheesecake & Desert Company, Inc. from its former name Creative Bakeries, Inc. The Company had previously obtained shareholder approval at its annual meeting of shareholders August 4, 2004 to amend its certificate of incorporation to effectuate a change in name. With the amendment to the Company's certificate of incorporation, effective February 23, 2005, the trading symbol for the Company's common stock on the Over the Counter Bulletin Board has changed to BCAK. Item 9.01 Financial Statements and Exhibits (c) Exhibits 3.01 Amendment to Certificate of Incorporation changing company name to Brooklyn Cheesecake & Desert Company, Inc. filed with the New York Secretary of State February 18, 2005.. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 23, 2005 Brooklyn Cheesecake & Deserts Company, Inc. ------------------------------------------ (Registrant) /s/ Ronald Schutte ------------------------------------------ Ronald Schutte Chief Executive Officer and President EX-3.1 2 v013421_ex3-01.txt Exhibit 3.01 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF CREATIVE BAKERIES, INC. Under Section 805 of the Business Corporation Law The undersigned, being the Chief Executive Officer of CREATIVE BAKERIES, INC. does hereby certify and set forth as follows: FIRST: The name of the corporation is: CREATIVE BAKERIES, INC. SECOND: The Certificate of Incorporation was filed by the Department of State on November 12, 1993, under the name CIP, Inc. THIRD: The Certificate of Incorporation is hereby amended as follows: a) To change the name of the corporation so that paragraph FIRST shall read as follows: "FIRST: The name of the corporation is: BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC." b) To increase the number of shares of Common Stock, thereby increasing the total aggregate number of shares authorized. The number of shares of Preferred Stock shall remain unchanged. As amended, paragraph FOURTH shall read as follows: "FOURTH: The aggregate number of shares which the corporation shall have authority to issue shall be Thirty Two Million (32,000,000) shares, as follows: a. Common Stock: Of the total authorized capital stock, the corporation shall have the authority to issue Thirty Million (30,000,000) shares having a par value of one mil ($.001) each, which shares shall be designated "Common Stock" b. Preferred Stock: This corporation shall also have the authority to issue Two Million (2,000,000) shares with the par value of one mil ($.001) each, which shares shall be designated "Preferred Stock" A. Shares of Preferred Stock may be issued from time to time in one or more series, each such series to have distinctive serial designations, as shall hereafter be determined for the issuance of such Preferred Stock, from time to time, adopted by the Board of Directors pursuant to authority so to do, which is hereby vested in the Board of Directors, which resolutions shall be filed with the Department of State of the State of New York as required by law. B. Each series of Preferred Stock (i) may have such number of shares; (ii) may have such voting powers, full or limited, or may be without voting powers; (iii) may be subject to redemption at such time or times and at such prices; (iv) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate or rates, on such conditions, from such date or dates, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; (v) may have such rights upon the dissolution of, or upon any distribution of, the assets of the corporation; (vi) may be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation at such price or prices or at such rates of exchange, and with such adjustments; (vii) may be entitled to the benefit of a sinking fund or purchase fund, to be applied to the purchase or redemption of shares of such series; (viii) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of this corporation or any subsidiary, upon the issuance of any additional stock (including additional shares of such series or of any other series), and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by this corporation or any subsidiary of any outstanding stock of this corporation; and (ix) may have such other relative, participation, optional or other rights, qualifications, all as shall be stated in said resolution or resolutions providing for the issuance of such Preferred Stock. Except, where otherwise set forth in the resolution or resolutions adopted by the Board of Directors providing for the issuance of any series of Preferred Stock, the number of shares comprising such series may be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board of Directors. C. Shares of any series of Preferred Stock which have been redeemed (whether through the operation of a sinking fund or otherwise) or purchased by the corporation, or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes, shall have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the series of which they were, subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issuance of any series of Preferred Stock and subject to any filing required by law." FOURTH: The above amendments to the Certificate of Incorporation were authorized by written consent of the Board of Directors, followed by written consent of the holders of all outstanding shares entitled to vote thereon. IN WITNESS WHEREOF, this Certificate of Amendment has been subscribed this day of February, 2005, by the undersigned who affirms that the statements made herein are true under the penalties of perjury. - ---------------------------- Ronald L. Schutte Chief Executive Officer CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF CREATIVE BAKERIES, INC. Under Section 805 of the Business Corporation Law FILER: Baratta & Goldstein 597 Fifth Avenue New York, New York 10017 -----END PRIVACY-ENHANCED MESSAGE-----