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) January 31, 2006

                  Brooklyn Cheesecake & Desserts 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
of Incorporation)                                              Identification)


                     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 1.01 Entry into a Material Definitive Agreement

Effective  January 31, 2006,  the Company and J.M.  Specialties,  Inc. (a wholly
owned  subsidiary  of the  Company) as  borrowers  entered  into an amended loan
agreement  with Ronald L.  Schutte,  the  Company's  Chairman,  Chief  Executive
Officer and President  whereby seven (7) promissory notes  previously  issued by
the Company and J.M. Specialties to Mr. Schutte,  were consolidated into one (1)
demand  promissory  note. The new demand note held by Mr. Schutte is for the sum
of $995,818  (inclusive of interest),  bears interest at a rate of 13% per annum
and is secured by the assets of J.M. Specialties.  Additionally,  on January 31,
2006, the Company and J.M.  Specialties  also  consolidated  four (4) previously
issued demand  promissory  notes held by Anthony  Merante,  the Company's  Chief
Financial  Officer  and a Director  whereby  the new demand  note for the sum of
$187,086  (inclusive of interest) was  subordinated to Mr. Schutte's note and is
secured by the assets of J.M. Specialties.


                                   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 3, 2006
                                Brooklyn Cheesecake & Deserts Company, Inc.
                                -------------------------------------------
                                (Registrant)

                                /s/ Anthony Merante
                                -------------------
                                Anthony Merante
                                Chief Financial Officer