-----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, H/YdACIPePI63EVmijy1C4l47CHLRDcHZ49LcMRdkcyhYR08fQ3z0PtuyemEdpa4 OFkWdqogL8H91E4JNK7HJw== 0001144204-06-022303.txt : 20060523 0001144204-06-022303.hdr.sgml : 20060523 20060523173056 ACCESSION NUMBER: 0001144204-06-022303 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060523 DATE AS OF CHANGE: 20060523 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-13984 FILM NUMBER: 06862342 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 10QSB 1 v044158_10qsb.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark one) |X| Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2006 OR |_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______ to _______ Commission File Number 1-13984 BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. (Formerly Creative Bakeries, Inc.) (Exact name of Registrant as specified in its Charter) New York 13-3832215 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 20 Passaic Avenue, Fairfield, NJ 07004 -------------------------------------- (Address of principal executive offices) (973) 808-9292 -------------- (Registrant's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes |_| No |X| As of May 22, 2006, there were 684,445 shares of the registrant's common stock, par value $0.025 per share, outstanding. Transition Small Business Disclosure Format (check one) Yes |_| No |X| THIS REPORT WAS NOT REVIEWED DUE TO MISSING INFORMATION. BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. (FORMERLY CREATIVE BAKERIES, INC.) THREE MONTHS ENDED MARCH 31, 2006 AND 2005 INDEX PART I. FINANCIAL INFORMATION Item 1. Condensed financial statements: Balance sheet as of March 31, 2006(unaudited) F-1 Statements of operations for the three months ended March 31, 2006 and 2005 (unaudited) F-2 Statements of cash flows for the three months ended March 31, 2006 and 2005 (unaudited) F-3 Notes to condensed financial Statements F-4 - F-9 Item 2. Management's discussion and analysis or Plan of Operations 3 Item 3. Controls and Procedures 4 PART II. OTHER INFORMATION Item 2. Unregistered sales of equity securities and use of proceeds 4 Item 6. Exhibits and reports on Form 8K 5 SIGNATURES 6 CERTIFICATIONS PART I. FINANCIAL INFORMATION Item 1. Condensed financial statements BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. (FORMERLY CREATIVE BAKERIES, INC.) CONDENSED CONSOLIDATED BALANCE SHEET - MARCH 31, 2006 (UNAUDITED) ASSETS Current assets: Prepaid expenses $ 16,240 -------------- Total current assets 16,240 -------------- Other assets: Tradename, net of amortization 65,625 -------------- Total other assets 65,625 -------------- $ 81,865 ============== LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current liabilities: Accrued expenses $ 3,000 Notes payable 815,000 -------------- Total current liabilities 818,000 -------------- Stockholders' 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 Additional paid in capital 12,245,830 Accumulated deficit (12,999,075) -------------- (736,135) -------------- Total stockholders' deficiency $ 81,865 ============== See notes to condensed consolidated financial statements. F-1 BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. (FORMERLY CREATIVE BAKERIES, INC.) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2006 (UNAUDTIED) 2006 2005 ------------ ------------ Net sales $ -- $ -- Cost of sales -- -- ------------ ------------ Gross profit -- -- ------------ ------------ Selling, general and administrative expenses 145,024 39,228 ------------ ------------ 145,024 39,228 ------------ ------------ Loss from Continuing Operations $ (145,024) $ (39,228) ------------ ------------ Discontinued operations Loss from discontinued operations (2,676,899) (302,060) ------------ ------------ Net (loss) (2,821,923) (341,288) ============ ============ Net loss per common share: Primary and fully diluted: Continuing Operations $ (0.23) $ (0.09) ============ ============ Discontinued Operations $ (4.36) $ (0.71) ============ ============ Weighted average number of common shares outstanding 612,729 423,412 ============ ============ See notes to condensed consolidated financial statements. F-2 BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. (FORMERLY CREATIVE BAKERIES, INC.) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2006 (UNAUDITED)
2006 2005 ------------ ------------ Operating activities: Loss from continuing operations $ (145,024) $ (39,228) Adjustments to reconcile net loss from operations to cash used in operating activities: Changes in discontinued operations Depreciation and amortization 1,500 21,337 Common stock issued for services 179,271 157,000 Loss from discontinued operations (347,014) (302,060) Changes in discontinued assets and liabilities: Accounts receivable 103,865 146,503 Inventories 200,328 (38,064) Prepaid expenses 16,965 7,131 Website development 112,103 -- Financing costs 2,342 -- Security deposit 6,242 (477) Accounts payable (548,447) (34,028) Accrued expenses (86,310) 8,900 Deferred rent (25,040) 2,340 ------------ ------------ Net cash used in operating activities (709,219) (70,646) ------------ ------------ Investing activities: Purchase of property and equipment -- (19,000) Gain on Sale of Subsidiary Stock 675,263 -- Sale of Property & Equipment 268,352 -- ------------ ------------ Net cash provided by (used in) investing activities 943,615 (19,000) ------------ ------------ Financing activities: Proceeds from note payable 15,000 44,976 Proceeds from capital lease obligation -- 10,663 Principal payments of notes payable (208,241) -- Principal payments of capital lease obligations (48,599) -- Net cash provided by financing activities (241,840) 55,639 ------------ ------------ Net decrease in cash and cash equivalents (7,444) (32,671) Cash and cash equivalents, beginning of period 7,444 35,225 ------------ ------------ Cash and cash equivalents, end of period $ -- $ 2,554 ============ ============ Supplemental disclosures: Cash paid during the year for: Taxes: $ -- $ -- Interest: $ -- $ 5,220 ============ ============ Non cash transactions affecting investing and financing: Issuance of restricted common shares for debt $ -- $ 81,034 ============ ============
See notes to condensed consolidated financial statements. F-3 BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. (FORMERLY CREATIVE BAKERIES, INC.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2006 AND 2005 1. Basis of presentation: The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report for the year ended December 31, 2005 included in its Annual Report filed on Form 10-KSB. 2. Nature of operations, risks and uncertainties: The Company was formerly a manufacturer of baking and confectionery products, which were sold to supermarkets, food distributors, educational institutions, restaurants, mail order and to the public. The Company sold its products throughout the United States, with a concentration in the East Coast. The Company also exported cheesecake to Japan. On March 28, 2006, the Company entered into an asset exchange agreement, tenant's lease assignment, and exclusive licensing agreement with the Company's former Chairman, Chief Executive Officer, and President, Ronald Schutte, whereby the Company exchanged certain assets of its operating subsidiary JM Specialties, Inc. for the assumption of $1,145,315 in liabilities of the Company by an entity established by Mr. Schutte with a personal guarantee by Mr. Schutte. As part of the agreement, Mr. Schutte also acquired the stock of JM Specialties, Inc. stock. The transaction had been subject to a satisfactory fairness opinion. Following the exchange transaction, the Company business operations changed from the manufacturing of baking and confectionary products to a licensing company of intellectual property. 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. The Company maintains all of its cash balances in New Jersey financial institutions. The balances are insured by the Federal Deposit Insurance Company (FDIC) up to $100,000. At March 31, 2006, the Company had no uninsured cash balances. 3. Tradename and licensing agreements: On March 7, 2002, the Company purchased the rights to the tradenames Brooklyn Cheesecake Company, Inc. and Brooklyn Cheesecake and 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 $1,500 for each of the quarters ended March 31, 2006 and 2005. 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 & Desserts Company, Inc. trademarks. No income was reported for the last three days of this quarter. F-4 BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. (FORMERLY CREATIVE BAKERIES, INC.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2006 AND 2005 3. Tradename and licensing agreements (continued): The following is a schedule of future amortizations on the trade name: 2007 $ 6,000 2008 6,000 2009 6,000 2010 6,000 2011 6,000 Thereafter 35,625 ---------- $ 65,625 ========== 4. Notes payable: Note dated January 31, 2006 payable to Ronald L. Schutte the former Chairman and CEO payable on demand 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 8.) Mr. Schutte also advanced $15,000 to cover additional expense during the period. 5. Common Stock: The following restricted common stock issuances were made in the quarter ended March 31, 2006: - The Company issued 28,000 shares of common stock for services valued at $35,000. The shares were issued to officers of the Company, valued at $35,000, or $1.25 per share, on February 17, 2006, the closing trading price on the date of issuance. - The Company issued 9,017 shares of common stock for merchandise purchased valued at $11,271. The shares were issued to a vendor, valued at $11,271, or $1.25 per share, on February 17, 2006 the closing trading price on the date of issuance. - In payment of fees to Company Board members and Corporate Secretary, the Company issued 64,000 shares of common stock, valued at $80,000. The shares were issued to the directors and corporate secretary, valued at $80,000, or $1.25 per share, on February 17, 2006 the closing trading price on the date of issuance. - In payment of fees to Consultants, the Company issued 30,000 shares of common stock, valued at $37,500. The shares were issued to the consultants, valued at $37,500, or $1.25 per share, on February 17, 2006 the closing trading price on the date of issuance. - In payment of salaries to employees, the Company issued 12,400 shares of common stock, valued at $15,500. The shares were issued to the employees, valued at $15,500, or $1.25 per share, on February 17, 2006 the closing trading price on the date of issuance. The issuance of the common stock was exempt from registration pursuant to Section 4(2) of The Securities Act of 1933, as amended. F-5 BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. (FORMERLY CREATIVE BAKERIES, INC.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2006 AND 2005 6. 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. 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. The Company has made no provision for a deferred tax asset due to the net operating loss carryforward because 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 than not to be realized. The Company has a loss carryforward of $11,146,700 that may be offset against future taxable income. The carryforward losses expire at the end of the years 2006 through 2025. 7. Exchange Agreement: On March 28, 2006 the Company entered into an exchange agreement with the Ronald L. Schutte the former Chairman and CEO whereby the Company exchanged certain assets in exchange for all liabilities of the company and a portion of the secured debt due to Mr. Schutte. The balance of Mr. Schutte's debt will be extinguished upon the Company raising additional capital. The Company also entered into an exclusive licensing agreement with Mr. Schutte and a company owned by Mr. Schutte whereby, the Company receives one percent of net sales as a royalty for use of the Company's trademarks. Mr. Schutte also acquired the stock of the Company's J.M. Specialty, Inc. subsidiary. 8. Discontinued Operations: The Company's sale of its Distribution License has been accounted for under the requirements of paragraph 30 of Statements of Financial Accounting Standards 144 "Accounting for the Impairment or Disposal of Long-Lived Assets." F-6 Item 2. Managements Discussion and Analysis or Plan of Operations Overview On March 28, 2006 the Company exchanged its baking assets for debt and liabilities with its former Chairman and CEO. In addition the company entered into a licensing agreement, whereby it has licensed certain intellectual property, namely trademarks. The licensing fees derived from the license agreement, if any, will be used to offset operating costs. Results of Operations Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005 The operating company revenue from operations, cost of goods sold and operating expenses for the three months ended March 31, 2006 and 2005 have been reclassified to discontinued operations. Selling, general and administrative expenses totaled $145,024 and $39,228 for the three months ended March 31, 2006 and 2005. This was an increase of $105,796 or 270%. This was a result of increased legal, professional and directors' fees. Most of these fees were paid in common stock. 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 March 31, 2006, the Company had a negative working capital from continuing operations of $801,760 as compared to a negative working capital of $899,385 at March 31, 2005. 3 Item 3. Controls and Procedures As of the end of the period covered by this Quarterly Report on Form 10-QSB, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the forgoing, our Chief Executive Officer has concluded that our disclosure controls and procedures were effective as of the quarter ended March 31, 2006. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, 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 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. PART II - OTHER INFORMATION Item 2. Unregistered Sales of Equity Securities and use of Proceeds The following restricted common stock issuances were made in the quarter ended March 31, 2006: - The Company issued 28,000 shares of common stock for services valued at $35,000. The shares were issued to officers of the Company, valued at $35,000, or $1.25 per share, on February 17, 2006, the closing trading price on the date of issuance. - The Company issued 9,017 shares of common stock for merchandise purchased valued at $11,271. The shares were issued to a vendor, valued at $11,271, or $1.25 per share, on February 17, 2006 the closing trading price on the date of issuance. - In payment of fees to Company Board members and Corporate Secretary, the Company issued 64,000 shares of common stock, valued at $80,000. The shares were issued to the directors and corporate secretary, valued at $80,000, or $1.25 per share, on February 17, 2006 the closing trading price on the date of issuance. - In payment of fees to Consultants, the Company issued 30,000 shares of common stock, valued at $37,500. The shares were issued to the consultants, valued at $37,500, or $1.25 per share, on February 17, 2006 the closing trading price on the date of issuance. - In payment of salaries to employees, the Company issued 12,400 shares of common stock, valued at $15,500. The shares were issued to the employees, valued at $15,500, or $1.25 per share, on February 17, 2006 the closing trading price on the date of issuance. The issuance of the common stock was exempt from registration pursuant to Section 4(2) of The Securities Act of 1933, as amended. 4 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 31.1 Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. (b) Reports on Form 8-K On January 12, 2006, the Company filed a current report on Form 8-K reporting the entering into a non-binding letter of intent to exchange assets for debt owed to the former Chairman and Chief Executive Officer Ronald L. Schutte. On February 3, 2006, the Company filed a current report on Form 8-K reporting the issuance of notes consolidating loans from Ronald L. Schutte, the Company's former Chairman and Chief Executive Officer into one $995,818 note, as well as, the consolidation of various notes from Anthony J. Merante, the current Chairman and Chief Executive Officer into one $187,086 note. On March 22, 2006, the Company filed a current report on Form 8-K reporting an amendment to the Company's Certificate of Incorporation effectuating a reverse split of the issued and outstanding shares of common stock of the Company at a ratio of 1:25. On March 29, 2006, the Company filed a current report on Form 8-K reporting the resignation of Ronald L. Schutte and the appointment of Anthony J. Merante as Chairman and Chief Executive Officer. On March 31, 2006, the Company filed a current report on Form 8-K reporting the exchange agreement entered into between Ronald L. Schutte the Company's former Chairman and Chief Executive Officer whereby certain assets were exchanged for debts due to Mr. Schutte and other liabilities of the Company. 5 In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 22, 2006. Brooklyn Cheesecake & Desserts Company, Inc. /s/ Anthony J. Merante - ---------------------------------- Anthony J. Merante President, Chief Executive Officer, and Chief Financial Officer 6 EX-31.1 2 v044158_ex31-1.txt Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER CERTIFICATION PURSUANT TO THE SARBANES-OXLEY ACT OF 2002 I, Anthony J. Merante, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Brooklyn Cheesecake & Desserts Company, Inc; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly presents in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 22, 2006 /s/ Anthony J. Merante - ---------------------------------- Anthony J. Merante President, Chief Executive Officer, and Chief Financial Officer EX-32.1 3 v044158_ex32-1.txt Exhibit 32.1 SECTION 1350 CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Brooklyn Cheesecake & Desserts Company, Inc. (the "Company") on form 10-QSB for the period ended March 31, 2006, as filed with the Securities and Exchange Commission on or about the date hereof, I, Anthony J. Merante, President and Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, that (i) the Report fully complies with the requirements of Section 13(a) and Section 15(d) of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly present, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Date: May 22, 2006 /s/ Anthony J. Merante ---------------------------------- Anthony J. Merante President, Chief Executive Officer, Chief Financial Officer A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Brooklyn Cheesecake & Desserts Company, Inc. and will be retained by and furnished to the Securities and Exchange Commissions or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----