UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

x Amended Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

o Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-11(c) or §240.1a-12

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

o  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

o  Fee paid previously with preliminary materials.

o  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

20 Passaic Avenue

Fairfield, New Jersey 07004

January 14, 2008

To Our Shareholders:

You are most cordially invited to attend the Annual Meeting of Shareholders of Brooklyn Cheesecake & Desserts Company, Inc., referred to herein as the “Annual Meeting”, on February 4, 2008, 11:30 a.m. local time, at the offices of Saul Ewing LLP, Centre Square West, 1500 Market Street, 38^th Floor, Philadelphia, Pennsylvania 19102.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting.

It is important that your shares be represented at this Annual Meeting to ensure the presence of a quorum. Whether or not you plan to attend the Annual Meeting, we hope that you will have your shares represented by signing, dating and returning your proxy in the enclosed envelope, which requires no postage if mailed in the United States, as soon as possible. Your shares will be voted in accordance with the instructions you have given in your proxy.

Thank you for your continued support.

Sincerely,
	/s/ Anthony Merante
	Anthony Merante Chairman and Chief Executive Officer

TABLE OF CONTENTS

COVER PAGE	1
THE VOTING AND VOTE REQUIRED	2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	4
SUMMARY TERM SHEET	6
General	6
Background of the Exchange Agreement	6
Information about Ronald L. Schutté	6
Our Reasons for the Exchange Agreement	7
Summary of the Exchange Agreement	7
Interests of our Directors and Executive Officers	8
Regulatory Approvals	8
Business of Our Company Following the Exchange Transaction	8
Dissenters’ Rights	9
Vote Required and Board Recommendation	9
PROPOSAL NO. 1	10
ELECTION OF DIRECTORS	10
Nominees for Election	10
Appointment/Resignation of Officers and Directors	11
Determination of Independence	11
Code of Ethics	11
Meetings and Committees of the Board of Directors	11
Board Committees	11
Audit Committee	11
Audit Committee Report	12

Change of Auditors	12
Compensation Committee	13
Nominating Committee	13
Shareholder Communications with the Board of Directors	14
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	14
Executive Compensation	14
SUMMARY COMPENSATION TABLE	14
Option Grants in Fiscal 2006	15
Option Exercises in Last Fiscal Year and Fiscal Year End Option Values	15
Compensation of Directors	15
Employment Contracts, Termination of Employment and Change in Control Arrangements	16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	16
Section 16(a) Beneficial Ownership Reporting Compliance	17
Certain Relationships and Related Transactions	17
PROPOSAL NO. 2	18
TO RATIFY THE APPOINTMENT OF SHERB & CO., LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2007	18
Pre-Approval Policies and Procedures	18
APPROVAL REQUIRED FOR PROPOSAL No. 2	19
PROPOSAL NO. 3	20
TO AUTHORIZE, APPROVE AND RATIFY THE EXCHANGE AGREEMENT AND THE TRANSACTIONS DOCUMENTED IN THE EXCHANGE AGREEMENT	20
General	20
Background of the Exchange Agreement	20
Information about Ronald L. Schutté	21
Our Reasons for the Exchange Agreement	21

Summary of the Terms of the Exchange Agreement	23
Interests of our Directors and Executive Officers	26
Regulatory Approvals	26
Business of Our Company Following the Exchange Transaction	26
Material United States Federal Income Tax Consequences	26
Dissenters’ Rights	26
Vote Required and Board Recommendation	27
MISCELLANEOUS	27
Other Matters	27
Shareholder Proposals	27
Solicitation of Proxies	28
Householding of Annual Meeting Materials	28
Independent Registered Public Accounting Firm	28
Where You Can Find More Information	28

ANNEX A Exchange Agreement dated March 28, 2006 by and between Brooklyn Cheesecake & Desserts Company, Inc. (NY), J.M. Specialties, Inc., Ronald L. Schutté and Brooklyn Cheesecake & Desserts Company, Inc. (NJ).

ANNEX B Tenant’s Lease Assignment dated March 28, 2006 by and between Brooklyn Cheesecake & Desserts Company, Inc. (NY), J.M. Specialties, Inc., Ronald L. Schutté and Brooklyn Cheesecake & Desserts Company, Inc. (NJ).

ANNEX C Exclusive Licensing Agreement dated March 28, 2006 between Brooklyn Cheesecake & Desserts Company, Inc. (NY) and Brooklyn Cheesecake & Desserts Company, Inc. (NJ).

ANNEX D Asset Valuation Report of Daley-Hodkin, LLC dated August 9, 2004.

ANNEX E Fairness Opinion of de Pasquier & Co., Inc. dated March 28, 2006

ANNEX F Annual Report on Form 10-KSB/A2 for the period ended December 31, 2006

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

20 Passaic Avenue

Fairfield, New Jersey 07004

Notice of Annual Meeting of Shareholders to be held on February 4, 2008

The Annual Meeting of Shareholders of Brooklyn Cheesecake & Desserts Company, Inc., referred to herein as the “Annual Meeting” will be held at the offices of Saul Ewing LLP, Centre Square West, 1500 Market Street, Philadelphia, Pennsylvania 19102 at 11:30 a.m., Eastern Standard Time, for the purpose of considering and acting upon the following:

1.To elect five (5) Directors to serve until the next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified;

2.To ratify the selection of Sherb & Co., LLP as our independent accountants for 2007;

3.To authorize, approve and ratify an exchange transaction pursuant to which we have transferred $734,000 of our assets to Brooklyn Cheesecake & Desserts Company, Inc. (“BCAK-NJ”) in exchange for cancellation of $377,030 of indebtedness to Ronald Schutté and the assumption by BCAK-NJ of our accounts payable, accrued liabilities and obligations under our building lease pursuant to the terms of an Exchange Agreement dated March 28, 2006; and

4.To transact such other business as may properly come before the Annual Meeting and any adjournment or adjournments thereof.

Holders of common stock of record at the close of business on December 27, 2007 are entitled to notice of and to vote at the Annual Meeting, or any adjournment or adjournments thereof. A complete list of such shareholders will be open to the examination of any shareholder at the Annual Meeting. The Annual Meeting may be adjourned from time to time without notice other than by announcement at the Annual Meeting. Our Annual Report on Form 10-KSB/A2 for the year ended December 31, 2006 accompanies this proxy statement.

By order of the Board of Directors
	/s/ Anthony Merante
	Secretary

Fairfield, New Jersey 07004

January 14, 2008

IMPORTANT: IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE. THE PROMPT RETURN OF PROXIES WILL ENSURE A QUORUM AND SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION. EACH PROXY GRANTED MAY BE REVOKED BY THE STOCKHOLDER APPOINTING SUCH PROXY AT ANY TIME BEFORE IT IS VOTED. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH SUCH PROXY CARD SHOULD BE SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

We shall appreciate your giving this matter your prompt attention.

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

20 Passaic Avenue

Fairfield, New Jersey 07004

PROXY STATEMENT

Proxies in the form enclosed with this Proxy Statement are solicited by the Board of Directors of Brooklyn Cheesecake & Desserts Company, Inc., also referred to herein as “us”, “we”, “our” or “company”, to be used at the Annual Meeting of Shareholders to be held at the offices of Saul Ewing LLP, Centre Square West, 1500 Market Street, Philadelphia, PA 19102, on February 4, 2008, at 11:30 a.m., Eastern Standard Time, for the purposes set forth in the Notice of Meeting and this Proxy Statement. The company’s principal executive offices are located at 20 Passaic Avenue, Fairfield, New Jersey 07004.

THE VOTING AND VOTE REQUIRED

On the record date for the Annual Meeting, which was the close of business on December 27, 2007, there were outstanding 684,445shares of common stock of Brooklyn Cheesecake & Desserts Company, Inc., each of which will be entitled to one vote.

The presence, in person or by proxy, of holders of our common stock having a majority of the votes entitled to be cast at the Annual Meeting shall constitute a quorum. Directors are elected by a plurality of the votes cast at the meeting, provided a quorum is present in person or by proxy. The ratification of the selection of Sherb & Co., LLP as our independent registered public accountants and the authorization, approval and ratification of the exchange transaction shall be approved by a majority of all of the shares of our common stock outstanding, provided a quorum is present in person or by proxy.

We do not believe that the exchange transaction requires shareholder approval because the assets being transferred do not constitute “all, or substantially all” of our assets. However, under Section 909 of the New York Business Corporation Law, the sale of “all, or substantially all” of our assets requires approval by the affirmative vote of the majority of all of the shares of our common stock outstanding, provided a quorum is present in person or by proxy. Nonetheless, we have determined it to be in the best interests of the corporation that we obtain shareholder approval of the exchange transaction. Accordingly, for this reason, we are submitting the proposed transaction to the shareholder vote which would be required if such provision of New York law were deemed applicable.

All shares represented by valid proxies will be voted in accordance with the instructions contained therein. In the absence of instructions, proxies will be voted “FOR” the stated matter being voted on at the Annual Meeting. A proxy may be revoked by the shareholder giving the proxy, at any time before it is voted, by written notice addressed to and received by the Secretary of Brooklyn Cheesecake & Desserts Company, Inc. or the Secretary of the Annual Meeting, and a prior proxy is automatically revoked by a shareholder giving a subsequent proxy or attending and voting at the Annual Meeting. Attendance at the Annual Meeting, however, in and of itself does not revoke a prior proxy. In the case of the election of directors, shares represented by a proxy which are marked “WITHHOLD AUTHORITY” to vote for the proposed sale will not be counted in determining whether a majority vote has been received for the sale of a portion of our assets. Shares represented by proxies which are marked “ABSTAIN” on any other proposal will not be counted in determining whether the requisite vote has been received for such proposal. In instances where brokers are prohibited from exercising discretionary authority for beneficial owners who have not returned proxies (“broker non-votes”), those shares will not be included in the vote totals. Accordingly, abstentions and broker non-votes will have the effect of a vote against the proposal to approve the asset sale.

This proxy statement, together with the related proxy card, is being mailed to our shareholders on or about January 14, 2008. Our Annual Report on Form 10-KSB/A2 for the year ended December 31, 2006, including financial statements, is being mailed together with this proxy statement to all shareholders of record as of December 27, 2007.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS MADE IN THIS PROXY STATEMENT ARE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY TERMINOLOGY SUCH AS “MAY”, “WILL”, “SHOULD”, “EXPECTS”, “INTENDS”, “ANTICIPATES”, “BELIEVES”, “ESTIMATES”, “PREDICTS”, OR “CONTINUE” OR THE NEGATIVE OF THESE TERMS OR OTHER COMPARABLE TERMINOLOGY AND INCLUDE, WITHOUT LIMITATION, STATEMENTS BELOW REGARDING: COMPLETION OF THE TRANSACTIONS DOCUMENTED BY THE EXCHANGE AGREEMENT, RAISING CAPITAL, OUR COMPANY’S RIGHTS TO ITS TRADEMARKS, PROSPECTIVE TAX TREATMENT UNDER THE U.S. AND OTHER LAW OF THE TRANSACTIONS DOCUMENTED BY THE EXCHANGE AGREEMENT, OUR COMPANY’S NET-OPERATING LOSS CARRY-FORWARDS, EFFECTS OF THE TRANSACTIONS DOCUMENTED BY THE EXCHANGE AGREEMENT AND REASONS FOR THE TRANSACTIONS DOCUMENTED BY THE EXCHANGE AGREEMENT. BECAUSE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, THERE ARE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. ALTHOUGH WE BELIEVE THAT EXCEPTIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS. MOREOVER, NEITHER WE, NOR ANY OTHER PERSON, ASSUMES RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF THESE FORWARD-LOOKING STATEMENTS. WE ARE UNDER NO DUTY TO UPDATE ANY FORWARD-LOOKING STATEMENTS AFTER THE DATE OF THIS PROXY STATEMENT TO CONFORM SUCH STATEMENTS TO ACTUAL RESULTS.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q: Which proposals will be voted on at the Annual Meeting?

A: The proposals to be voted on at the Annual Meeting are (i) the election of five members of our board of directors, (ii) the ratification of our independent registered public accounting firm; and (iii) the authorization, approval and ratification of the transfer of $734,000 of our assets to Brooklyn Cheesecake & Desserts Company, Inc. (NJ) (“BCAK-NJ”) in exchange for cancellation of $377,030 of indebtedness to Ronald Schutté and the assumption by BCAK-NJ of our accounts payable, accrued liabilities and obligations under our building lease pursuant to the terms of an Exchange Agreement dated March 28, 2006. The assets we exchanged primarily consisted of our baking company assets. We have retained all of our intellectual property rights pursuant to the terms of the Exchange Agreement attached to the accompanying proxy statement as Annex A. The exchange of assets for the satisfaction of indebtedness and assumption of liabilities is referred to as the “exchange transaction”.

Q: What will happen if the exchange transaction is ratified?

A: If the exchange transaction is ratified, we will continue to license our intellectual property rights to BCAK-NJ.

Q: What will happen if the exchange transaction is not ratified?

A: If the exchange transaction is not ratified, we will consider unwinding the exchange transaction and will review all options for continuing our operations. We will also be forced to consider discontinuing our operations through the sale of all of our assets to a third party. We cannot assure you that any third party will offer to purchase our assets for a price equal to or greater than the amount of indebtedness settled in the exchange transaction or that our assets can be sold all. If we are unable to sell our assets, we may be forced to file for bankruptcy protection. See “Proposal No. 3 - Business of Our Company Following the Exchange Transaction” on page 26.

Q: What is our Board of Directors’ recommendation with respect to the exchange transaction?

A: Our Board of Directors recommends a vote “FOR” authorization, approval and ratification of the exchange transaction. See “Proposal No. 3 - Vote Required and Board Recommendation” on page 27.

Q: Why does our Board of Directors believe the exchange transaction is in the best interest of our company’s shareholders?

A: The Board of Directors considered the risks and challenges facing our company on the date on which the exchange transaction was consummated as compared to the opportunities available to our company as of that date and concluded that the exchange transaction was the best alternative for maximizing value to our shareholders. See “Proposal No. 3 -- Background of the Exchange Transaction” on page 20 and “Proposal No. 3 - Our Reasons for the Exchange Transaction” on page 21.

Q: Do I have any dissenters’ rights in connection with the exchange transaction?

A: No. As we have determined that this is not a sale or transfer of “all or substantially all” of our assets, our shareholders are not entitled to dissenters’ rights. See “Proposal No. 3 - Dissenters’ Rights” on page 26.

Q: What vote is required to approve each of the proposals?

A: Our directors are elected by a plurality vote which means that the five directors receiving the most votes will be elected. The proposals to ratify the appointment of our independent registered public accounting firm and to ratify the exchange transaction each require the affirmative vote of our shareholders holding at least more than 50% of our outstanding shares of common stock. All members of the Board of Directors and each of our executive officers who hold, (or are deemed to hold) as of the record date, an aggregate of approximately 104,022 shares of our common stock (approximately 15.2% of the outstanding shares of common stock as of the record date) have indicated that they will vote in favor of this proposal. In addition, Anthony Merante, our Chief Executive Officer, has voting rights for an additional 56,000 shares (approximately 8.2% of the outstanding shares of common stock as of the record date) pursuant to a Website Development Agreement by and between us and two individuals dated March 1, 2005. Mr. Merante has indicated that he will vote these shares in favor of this proposal.

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Q: What do I need to do now?

A: After carefully reading and considering the information contained in this proxy statement and the attached annexes, you should vote your shares as soon as possible so that your shares may be represented at the Annual Meeting. You may vote using any of the following methods: ·Via the Internet: Go to www.investorvote.com and follow the instructions. You will need to enter the number in the shaded box printed on your proxy card. ·By telephone: Call 1-800-652-8683. You will need to enter the number in the shaded box printed on your proxy card. ·In writing: Complete, sign, date and return your proxy card in the enclosed envelope. A majority of shares entitled to vote must be represented at the Annual Meeting to enable our company to conduct business at the Annual Meeting. See “The Voting and Vote Required” on page 2.

Q: Can I change my vote after I have mailed my signed proxy?

A: Yes. You can change your vote at any time before proxies are voted at the Annual Meeting. You can change your vote in one of three ways. First, you can send a written notice via registered mail to our Secretary at our executive offices, stating that you would like to revoke your proxy. Second, you can complete and submit a new proxy. If you choose either of these two methods, you must submit the notice of revocation or the new proxy to us. Third, you can attend the meeting and vote in person. See “The Voting and Vote Required” on page 2.

Q: If my broker holds my shares in “street name”, will the broker vote the shares on my behalf?

A: A broker will vote shares ONLY if the holder of the shares provides the broker with instructions on how to vote. Shares held in “street name” by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter, referred to as “broker non-votes,” will not be voted in favor of such matter. The proposal to ratify the exchange transaction, pursuant to the terms of the Exchange Agreement, requires the affirmative vote of at least more than 50% of our outstanding shares. Accordingly, broker non-votes will have the effect of a vote against the proposal. We encourage all shareholders whose shares are held in street name to provide their brokers with instructions on how to vote. See “The Voting and Vote Required” on page 2.

Q: Who can help answer my questions?

A: If you have any questions or need assistance with regard to voting your shares, or you have any questions about the Annual Meeting or the proposal to be voted on at the Annual Meeting, or if you need additional copies of the accompanying proxy statement or copies of any of our public filings referred to the accompanying proxy statement, you should contact our President and Chief Executive Officer at 20 Passaic Avenue, Fairfield, New Jersey 07004. Our public filing can also be accessed at the Securities and Exchange Commission’s web www.sec.gov. See “Where You Can Find More Information” on page 28.

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SUMMARY TERM SHEET

You are being asked to authorize, approve and ratify the exchange transaction documented in the Exchange Agreement that was unanimously approved by our Board of Directors on March 24, 2006. For your convenience, we have set forth below a summary of certain information relating to the exchange transaction that is contained under Proposal No. 3 in this proxy statement. This summary does not contain all of the information that you may consider to be important in determining how to vote on the exchange transaction. You should carefully read this entire proxy statement and annexes to which we refer. These documents will give you a more detailed description of the exchange transaction. Each item in this summary refers to the pages where that subject is discussed in greater detail elsewhere in the proxy statement.

General

On March 24, 2006, our Board of Directors unanimously approved an Exchange Agreement pursuant to which we agreed to transfer a portion of our assets to Brooklyn Cheesecake & Desserts Company, Inc. (NJ) (“BCAK-NJ”) in exchange for the assumption and satisfaction of liabilities and lease obligations by BCAK-NJ, an assignee of Ronald L. Schutté, our former Chairman and CEO. Pursuant to the Exchange Agreement, we agreed to transfer $734,000 of our assets to BCAK-NJ in exchange for the satisfaction of $377,030 of indebtedness owed to Mr. Schutte and the assumption of $768,285 in liabilities and accrued expenses and $597,101 of lease obligations by BCAK. A copy of the Exchange Agreement is attached as Annex A to the proxy statement. We encourage you to read the Exchange Agreement and the related Fairness Opinion, attached as Annex E, in their entirety. See PROPOSAL NO. 3 - General on page 20.

Background of the Exchange Agreement

We decided to complete the exchange transaction because we were unable to raise the capital necessary to compete as a small public company and adequately address the complexity, scale and low margins of the baking business while meeting the prohibitive compliance costs associated with regulatory requirements for public companies under the Sarbanes Oxley Act of 2002 and related regulations. We were unable to meet our accounts payable and debt obligations as they came due while conducting our baking operations. Changes in the industry such as the rapid growth of big box retailers as Wal Mart and Cosco as well as commodity price increases created many challenges. Our poor financial condition did not allow us to seek out conventional banking credit. Our ability to raise capital from venture capital or private equity firms was extremely difficult without a solid growth pattern of revenues and earnings. Our lack of cash prohibited us from hiring a sales force or participating in trade shows.

We had exhausted all channels of capital raising and business relationships as a small public company by the end of 2005. Mr. Schutte, our chief executive officer at the time, had already invested over $1,100,000 of his own funds to help capitalize our operations. We were facing bankruptcy and the loss of shareholder value by continuing our baking operations in a public company. The Board of Directors and Mr. Schutté determined that it was in the best interest of the shareholders to remove the baking operations and allow the shareholders to obtain value from our intellectual property. See PROPOSAL NO. 3 - Background of the Exchange Agreement on page 20.

Information about Ronald L. Schutté

Mr. Schutté served as the Chairman of our Board of Directors and our chief executive officer from May 2001 until he resigned in March 2006. During his tenure, Mr. Schutté advanced us funds on a regular basis. As of March 28, 2006, we owed Mr. Schutte $1,177,030 and were unable to meet this obligation as it came due. Mr. Schutté is a majority shareholder of BCAK-NJ. See PROPOSAL NO. 3 - Information about Ronald L. Schutte on page 21.

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Our Reasons for the Exchange Agreement

In approving the Exchange Agreement, our Board of Directors considered a number of factors including the following:

• the lack of growth of the baking business and the inability of the baking business to produce significant earnings;

• the inability to raise adequate capital to fund a successful marketing effort;

• the historical financial performance of our company;

• the financial prospects of our company;

• the liquidity concerns currently faced by our company;

• the lack of other baking businesses interested in merging or forming a strategic alliance with a public entity;

• the short-term and long-term interests of our company and its shareholders;

• our company’s current cash position and future growth opportunities;

• the economic and market conditions affecting our company;

• the background of the negotiations and the terms of the transactions contemplated by the Exchange Agreement;

• the value of our assets, particularly of our intellectual property, and that certain contracts and customer relationships may decline with the passage of time; and

• that as a result of the Exchange Agreement, our shareholders will be foregoing any opportunity to share in the future growth or increase in value of our company under its current line of business.

See PROPOSAL NO. 3 - Our Reasons for the Exchange Agreement on page 21.

Summary of the Exchange Agreement

Assets Exchanged

Section 2 of the Exchange Agreement provides that we transfer a portion of our assets to BCAK-NJ.The assets transferred to BCAK-NJ, referred to as the “exchanged assets”, consisted of the assets used to operate our baking business.

Obligations Assumed by Mr. Schutté

Section 2 of the Exchange Agreement provides that we transfer the exchanged assets to BCAK-NJ in satisfaction of $377,030 of the $1,177,030 due to Mr. Schutté and the assumption by BCAK-NJ of accounts payable, accrued liabilities and the balance of the required payments under the building lease, as outlined in Exhibits IV and V to the Exchange Agreement. Section 4 of the Exchange Agreement provides that BCAK-NJ will assume all of our work-in-progress as well as all existing agreements to purchase products, materials and supplies and further assume our obligations under all existing agreements.

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Asset Retained by Company

Section 5 of the Exchange Agreement provides that we retain ownership of the Brooklyn Cheesecake Company, Inc. trademark (US Registration No. 3,040,023) and will license it to BCAK-NJ pursuant to the terms of an Exclusive Licensing Agreement, a copy of which is attached as Annex C. Pursuant to the terms of the Exclusive Licensing Agreement, we are entitled to receive royalty payments equal to 1% of BCAK-NJ’s net sales of products using the Brooklyn Cheesecake Company, Inc. trademark. These payments are to be paid to us in cash on a monthly basis. Additionally, we retained $20,000 for the purpose of paying the expenses related to the completion of our periodic public filings with the Securities and Exchange Commission.

Liabilities Retained by the Company

Section 6 of the Exchange Agreement provides that, upon closing of the exchange transaction, $800,000 representing the remaining indebtedness due of Mr. Schutté will remain due and will continue to accrue interest at the rate of 13% per annum and the performance of this obligation will be secured by a properly perfected security interest in the Brooklyn Cheesecake Company, Inc. trademark. Payment of this liability is deferred at our option until such time as we receive royalties from BCAK-NJ pursuant to the Exclusive Licensing Agreement. Upon any change in control of our ownership, Mr. Schutté will have the right to exchange the remaining principal balance of this loan plus all accrued interest thereon for sole and exclusive ownership of The Brooklyn Cheesecake Company, Inc. trademark.

Other Provisions of the Exchange Agreement

In Section 10 of the Exchange Agreement, BCAK-NJ made representations and warranties to us. In Section 11 of the Exchange Agreement, we made representations and warranties. Section 12 of the Exchange Agreement includes closing conditions.

See PROPOSAL 3 - Summary of the Exchange Agreement on page 23.

Interests of our Directors and Executive Officers

Upon consummation of the transactions contemplated by the Exchange Agreement, Anthony Merante was appointed to the positions of Chief Executive Officer and President and will perform those functions without compensation until we are in a position to compensate him for his service. There is no guaranteed minimum amount to be paid to Mr. Merante for his service as our executive officer. See PROPOSAL NO. 3 - Interests of Our Directors and Executive Officers on page 26.

Regulatory Approvals

No United States Federal or state regulatory requirements must be complied with or approvals obtained as a condition of the exchange transaction. See PROPOSAL NO. 3 - Regulatory Approvals on page 26.

Business of Our Company Following the Exchange Transaction

Immediately following the closing, we had assets consisting of $20,000 and ownership of the Brooklyn Cheesecake Company, Inc. trademark. We had liabilities consisting of $800,000 due to Ronald L. Schutté and, with the passage of time incurred ordinary course payables, including payables for payments to professionals in connection with the completion of our reporting obligations under the Securities Exchange Act of 1934, as amended. 

Subsequent to the consummation of the exchange transaction, our business has consisted of licensing our trademark to BCAK-NJ. Pursuant to the Exclusive Licensing Agreement, we have received royalties of $24,653 in 2006 and the first nine months of 2007 and have experienced net losses during this period of $222,610. Approximately $175,000 of this loss is due to interest expense accruing on the indebtedness due to Mr. Schutté. Approximately an additional $35,000 relates to professional fees and expenses incurred. During 2004 and 2005, we experienced net losses of $574,324 and $1,064,311. We would have experienced similar or greater net losses during this period if we did not consummate the exchange transaction. See PROPOSAL NO. 3 - Business of Our Company Following the Exchange Transaction on page 26.

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Dissenters’ Rights

We do not believe that the exchange agreement constituted a sale or transfer of “all or substantially all” of our assets under New York law. Accordingly, you will not have dissenters’ rights with respect to the exchange transaction. See PROPOSAL NO. 3 - Dissenters’ Rights on page 26.

Vote Required and Board Recommendation

The authorization, approval and ratification of the exchange transaction pursuant to the terms of the Exchange Agreement requires the affirmative vote of at least the shareholders holding more than 50% of the outstanding shares of our Common Stock. All members of the Board of Directors and each of our executive officers who hold (or are deemed to hold), as of the record date, an aggregate of 104,020 shares of our Common Stock (approximately 15.2% of the outstanding shares of Common Stock as of the record date) have indicated that they will vote in favor of the proposal. In addition, Anthony Merante, our Chief Executive Officer, has voting rights for an additional 56,000 shares (approximately 8.2% of the outstanding shares of common stock as of the record date) pursuant to a Website Development Agreement by and between us and two individuals dated March 1, 2005. Mr. Merante has indicated that he will vote these shares in favor of this proposal. See PROPOSAL NO. 3 - Vote Required and Board Recommendation on page 27.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Five directors are to be elected at the Annual Meeting, each for a term of one year or until the election and qualification of a successor.

It is intended that votes pursuant to the enclosed proxy will be cast for the election of the five nominees named below. In the event that any such nominee should become unable or unwilling to serve as a Director, the Proxy will be voted for the election of such person, if any, as shall be designated by the Board of Directors (the “Board”). Our Board has no reason to believe these nominees will be unable to serve if elected. Each nominee has consented to being named in this Proxy Statement and to serve if elected. All five nominees are currently members of our Board of Directors. There are no family relationships among any of the executive officers or directors of the Company.

Name	Age	Position with Brooklyn Cheesecake & Desserts Company, Inc.
Anthony Merante	47	Chairman of the Board, President and Chief Executive Officer, Chief Financial Officer, Corporate Secretary
Liberio Borsellino	52	Director
Carmelo L. Foti	55	Director
David Rabe	46	Director
Donald O’Toole	56	Director

The principal occupation and business experience, for at least the past five (5) years, of each director and nominee is as follows:

Nominees for Election

Anthony Merante was 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.

Carmelo L. Foti was 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’Toole was 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.

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Appointment/Resignation of Officers and Directors

In March 2006, prior to entering into the Exchange Agreement with us, Ronald Schutté our former Chairman, Chief Executive Officer and President, resigned both as a director and executive officer of our company. Effective February 27, 2007, Vincent Bocchimozzo resigned as a member of our board of directors. We have decided not to fill the vacancy created by his resignation.

Determination of Independence

As our common stock is eligible for quotation on the NASD Over-the-Counter Bulletin Board and is not listed on any stock exchange, we are not required to have any number of independent directors. However, we believe that it is a good corporate governance practice to do so. Under NASDAQ rules, a director will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that none of Mr. Borsellino, Mr. Foti, Mr. Rabe or Mr. O’Toole has a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 4200(a)(15) of the NASDAQ Stock Market, Inc. Marketplace Rules. Mr. Merante does not meet this definition of independent director as he is our only executive officer.

Code of Ethics

We have not adopted a written Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions. We presently have only one executive officer, Anthony Merante, who is also the Chairman of our Board of Directors. In addition, we do not experience a significant volume or variety of transactions. Accordingly, our Board of Directors does not believe that it is necessary to have a Code of Ethics that applies to our executive officers.

Meetings and Committees of the Board of Directors

During the year ended December 31, 2006, the Board of Directors met once, with all incumbent directors in attendance.

Board Committees

We do not currently have standing audit, compensation or nominating committees. The Board of Directors has determined that due to the size of the Company and the scope of its current business activity that the Board as a whole could serve in the capacity of the respective committees rather than having individual committees that would then report to the Board. The Board of Directors meets to review and assess prospective director nominees when appropriate.

Audit Committee

All members of our Board of Directors perform the responsibilities of an Audit Committee. As we no longer use a separately designated Audit Committee, our previously adopted Audit Committee Charter is no longer operable. Our management is responsible for the preparation, presentation and integrity of our financial statements, our accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for auditing our financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.

In the performance of its oversight function, the Board reviewed our quarterly financial reports and regulatory issues facing us. Members of the Board of Directors as presently constituted and executive officers met and held discussions with Zeller, Weiss & Kahn LLP, our former independent auditors as well as with Sherb & Co., LLP, our present independent auditors. Management represented to the Board that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Board reviewed and discussed the consolidated financial statements with management and with Sherb & Co., LLP. The Board also discussed with Sherb & Co., LLP the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU 380), as amended.

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In addition, the Board discussed with Sherb & Co., LLP their independence from us and our management, and Sherb provided to us the written disclosures and letter required from the independent auditors by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees).

The Board discussed with Sherb & Co., LLP the overall scope and plans for their audit. The Board met with Sherb & Co., LLP, with and without management present, to discuss the results of their examination, their evaluations of our internal controls, and the overall quality of our financial reporting.

Mr. Merante, who is a certified public accountant, meets the definition of an audit committee financial expert. Other than Mr. Merante, members of the Board are not professionally engaged in the practice of auditing or accounting and are not experts in the fields of accounting or auditing, including in respect of auditor independence. Members of the Board rely without independent verification on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Board’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal control and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Board’s reviews and discussions referred to above do not assure that the audit of our financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that our auditors are in fact “independent.”

Audit Committee Report

The Board of Directors has reviewed and discussed Brooklyn Cheesecake and Dessert Company’s audited financial statements with management.  The Board of Directors has discussed the matters required to be discussed by SASS 61 (Communication with Audit Committee) with Sherb & Co. LLP, Brooklyn Cheesecake and Dessert Company’s independent accountants.

The Board of Directors has received written disclosures from Sherb & Co. LLP required by Independence Standards Board Standard No. 1 (which relate to the accountant’s independence from Brooklyn Cheesecake and Dessert Company) and has discussed with Sherb & Co. LLP their independence from Brooklyn Cheesecake and Dessert Company.  The Board of Directors has considered whether the provision of the foregoing services is compatible with maintaining Sherb & Co  LLP’s independence.

Based on the review and discussions referenced above, the Board of Directors recommended that Brooklyn Cheesecake and Dessert Company’s audited financial statements be included in its Annual Report on Form 10-KSB/A2 for the year ended December 31, 2006, for filing with the Securities and Exchange Commission.

Anthony Merante

Liberio Borsellino

Carmelo L. Foti

David Rabe

Donald O’Toole

Change of Auditors

On January 13, 2005, our Board of Directors engaged Sherb & Co., LLP to audit our consolidated financial statements. During 2003 and 2004 and through January 13, 2005, we did not consult with Sherb & Co., LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided that was an important factor considered in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-B and the related instructions to Item 304 of Regulation S-B.

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On November 22, 2004, we filed a current report on Form 8-K reporting that our former certified accountants, Zeller, Weiss & Kahn LLP had informed us on November 17, 2004 that they had resigned.

There were no disagreement(s) with Zeller, Weiss & Kahn LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Zeller, Weiss & Kahn LLP, would have caused Zeller, Weiss & Kahn LLP to make reference to the subject matter of such disagreement(s) in connection with its audit reports.

Compensation Committee

We do not have a standing compensation committee. Based on our small size and small number of employees, the Board of Directors has determined that a compensation committee is not currently necessary. The Board of Directors as a whole currently serves the functions of a compensation committee and reviews our compensation policies and practices, develops recommendations with respect to compensation for our senior executives.

Nominating Committee

The Board of Directors currently serves as the Nominating Committee. The committee is intended to assist in the oversight of our corporate governance matters, including the determination of the independent status of current and prospective Board members, periodic evaluation of the Board of Directors, its committees and individual directors, and the identification and selection of director nominees.

Members of our Board of Directors should meet certain minimum qualifications including being at least 21 years old and possessing (1) the ability to read and understand corporate financial statements, (2) relevant business experience and professional skills, (3) high moral character and personal and professional integrity, and (4) the willingness to commit sufficient time to attend to his or her duties and responsibilities as a director of a public corporation. In addition, the Board of Directors may consider a variety of other qualities and skills, including (i) expertise in the businesses in which we may engage, (ii) the ability to exercise independent decision-making, (iii) the absence of conflicts of interest, (iv) diversity of gender, ethnic background, and experience, and (v) the ability to work effectively with other directors in collectively serving the long-term interests of all shareholders. Nominees must also meet any applicable requirements of SEC regulations, state law, and our charter and bylaws.

The Board of Directors will annually assess the qualifications, expertise, performance and willingness to serve of existing directors. If at this time or at any other time during the year the Board of Directors determines a need to add a new director with specific qualifications or to fill a vacancy on the Board, the Chairman of the Board will then initiate the search, working with staff support and seeking input from other directors and senior management, considering nominees previously submitted by shareholders, and, if deemed necessary or appropriate, hiring a search firm. An initial slate of candidates satisfying the specific qualifications, if any, and otherwise qualifying for membership on the Board, will then be identified and presented to the Board of Directors which will then prioritize the candidates and determine if any of the members of the Board or senior management have relationships with the preferred candidates and can initiate contacts. If not, contact would be initiated by a search firm. The Chairman and at least one member of the Board of Directors will interview the prospective candidate(s). Evaluations and recommendations of the interviewers will be submitted to the Board of Directors for final evaluation. The Board of Directors will meet to consider such recommendations and to approve the final candidate; and will evaluate all nominees for director, including nominees recommended by a shareholder, on the same basis.

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The Board of Directors will consider director candidates recommended by our shareholders in accordance with the following procedures. Shareholders may make recommendations with regard to nominees for election to the Board of Directors at future annual meetings of shareholders by submitting in writing a notice, received by our Secretary at least 60 days prior to the date on which we first mailed our proxy materials for the prior year's annual meeting of shareholders, or, if we did not have an annual meeting of shareholders in the prior year, 90 days prior to the date of the annual meeting. Each notice of nomination must set forth (i) the name, age, business address and, if known, residence address of each nominee, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of common stock of the Corporation which are beneficially owned by each such nominee, (iv) the qualifications of such nominee for service on the Board of Directors, (v) the name and residence address of the proposing shareholder(s), and (vi) the number of shares of common stock owned by the proposing shareholder(s). All nominees for director, including nominees recommended by a shareholder, shall be evaluated on the same basis.

Shareholder Communications with the Board of Directors

We have established procedures for shareholders to communicate directly with the Board of Directors on a confidential basis. Shareholders who wish to communicate with the Board or with a particular director may send a letter to the Secretary of Brooklyn Cheesecake & Desserts Company, Inc. at 20 Passaic Avenue, Fairfield, New Jersey 07004. The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Shareholder-Board Communication" or "Shareholder-Director Communication." All such letters must identify the author as a shareholder and clearly state whether the intended recipients are all members of the Board or just certain specified individual directors. The Secretary will make copies of all such letters and circulate them to the directors addressed. To the extent that a shareholder wishes the communication to be confidential, such shareholder must clearly indicate on the envelope that the communication is "confidential." The Secretary will then forward such communication, unopened, to the Chairman of the Board of Directors.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Executive Compensation

The following Summary Compensation Table sets forth all compensation earned, in all capacities, during the fiscal year ended December 31, 2006 by each of the executive officers (the “Named Executive Officers”).

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary ($)		Option Awards ($)		Other Compensation		Total
Anthony J. Merante		2006	$	10,000(1)	$	0	$	11,250(2)	$	21,250
President, Chief Executive Officer and Chief Financial Officer(1)
Ron Schutté		2006	$	25,000(3)	$	0	$	11,250(4)	$	36,250
Chief Executive Officer(2)

(1) In 2006, Mr. Merante received 8,000 shares of common stock in payment for his service as our only executive officer. These shares were valued at $1.25 per share, which was the last quotation price of our common stock on the Over The Counter Bulletin Board on February 17, 2006.

(2) On February 17, 2006, 9,000 options held by Mr. Merante were cancelled. On December 31, 2006, Mr. Merante did not have any equity awards outstanding. On February 17, 2006, we also granted 9,000 shares of our common stock to Mr. Merante as compensation for his service as a director. This stock issuance resulted in noncash compensation expense to Mr. Merante of $11,250.

(3) Mr. Schutté served as chairman of our board of directors and as our chief executive officer until March 28, 2006. In 2006, Mr. Schutté received 20,000 shares of common stock in payment for his service as our executive officer. These shares were valued at $1.25 per share, which was the last quotation price of our common stock on the Over The Counter Bulletin Board on February 17, 2006.

(4) On February 17, 2006, 9,000 options held by Mr. Schutté were cancelled. On December 31, 2006, Mr. Schutté did not have any equity awards outstanding. On February 17, 2006, we also granted 9,000 shares of our common stock to Mr. Schutté for compensation for his service as a director. This stock issuance resulted in noncash compensation expense to Mr. Schutté of $11,250.

Option Grants in Fiscal 2006

We did not grant any options to any of our Named Executive Officers during the year ended December 31, 2006.

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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 year ended December 31, 2006 and with respect to the unexercised options held by the Named Executive Officers as of December 31, 2006.

						Number of Securities Underlying Unexercised Options at Fiscal Year End (#)				Value of Unexercised In-The-Money Options at Fiscal Year End ($) (1)
Name	SharesAcquired onExercise (#)		ValueRealized ($)		Exercisable		Unexercisable		Exercisable		Unexercisable
Anthony Merante		0	$	0		0		0		0		0
Ronald Schutté		0	$	0		0		0		0		0

Compensation of Directors

Our directors receive a fee of $1,000 for attending 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 was one meeting of the board of directors in 2006 for which the fee was waived.

Name	Fees Earned Or Paid in Cash		Stock Awards			Total
Anthony J. Merante	$	0.00	$	11,250(1	)	$	11,250
Carmelo Foti	$	0.00	$	11,250(1	)	$	11,250
Liberio Borsellino	$	0.00	$	11,250(1	)	$	11,250
David Rabe	$	0.00	$	11,250(1	)	$	11,250
Donald O’ Toole	$	0.00	$	11,250(1	)	$	11,250

(1) On February 17, 2006, 9,000 options held by each director were cancelled. On December 31, 2006, each director had zero option awards outstanding. On February 17, 2006, we granted each of our directors 9,000 shares of our common stock. These stock grants resulted in noncash compensation expenses of $11,250 to each of our directors, which was calculated using a value of $1.25 per share, which was the last quotation price of our common stock on the Over The Counter Bulletin Board on February 17, 2006. On December 31, 2006, 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 Shares
Anthony J. Merante	12,739
Carmelo Foti	12,739
Liberio Borsellino	11,024
David Rabe	11,024
Donald O’Toole	9,381

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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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of December 27, 2007, certain information with respect to beneficial ownership of our common stock as of December 27, 2007 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%

(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.

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(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.

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 (10%) 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, or written representations that no other forms were required, the Company believes that none of Messrs. Merante, Schutté, Foti, Borsellino, Rabe or O’Toole filed a Form 4 reporting the cancellation of their outstanding stock option grants and the common stock awards that they received on February 17, 2006.

Certain Relationships and Related Transactions

Promissory Notes issued to our former Chairman and Chief Executive Officer Ronald Schutté

On January 31, 2006, a note in the amount of $995,818 was issued to Mr. Ronald Schutté our former Chairman, Chief Executive Officer and President consolidating six prior notes previously issued to Mr. Schutté. The principal amount of this promissory note accrued interest at the rate of 13% per annum and was due on demand. Our obligations under the note were secured by a pledge of our assets.

Exchange of Assets

On March 28, 2006, we entered into the Exchange Agreement with Ronald L. Schutté, our former Chairman and Chief Executive Officer, BCAK-NJ, a corporation of which Mr. Schutté is a majority shareholder, and J.M. Specialties, Inc., our wholly-owned subsidiary, pursuant to which we consummated the exchange transaction fully described in Proposal No. 3 beginning on page 30. We also entered into an Exclusive Licensing Agreement with Mr. Schutté and BCAK-NJ pursuant to which we licensed the use of our Brooklyn Cheesecake Company, Inc. trademark to BCAK-NJ and are entitled to receive royalty payments equal to one percent of BCAK-NJ’s net sales of products using this trademark. These payments are to be paid to us in cash on a monthly basis.

Promissory Notes issued to our Current Chairman, President, Chief Executive Officer, CFO, and Corporate Secretary Anthony Merante

On January 31, 2006, we issued a new promissory note to Anthony Merante, our current Chairman, Chief Executive Officer, President, and Chief Financial Officer, which consolidated into one note, inclusive of accrued interest, all previously issued notes totaling $187,086. The principal amount of this promissory note accrues interest at the rate of 13% per annum and is due on demand.

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PROPOSAL NO. 2

TO RATIFY THE APPOINTMENT OF SHERB & CO., LLP

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2007

The Board has appointed the independent registered public accounting firm of Sherb & Co., LLP to audit the financial statements of the Company for the fiscal year ending December 31, 2007. Sherb & Co., LLP has been so engaged since 2004.

Representatives from Sherb & Co., LLP are expected to be at the Annual Meeting and to be available to respond to appropriate questions. Such representatives will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions raised during the meeting.

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 2006 and 2005.

	Fiscal 2006		Fiscal 2005
Audit Fees	$	15,000	$	34,000
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	15,000	$	34,919

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Form 10-QSB 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.

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 the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit fees paid to the auditors with respect to fiscal year 2006 were pre-approved by the entire Board of Directors.

Pre-Approval Policies and Procedures

None of the audit-related fees billed in fiscal 2006 and 2005 related to services provided under the de minimis exception to the audit committee pre-approval requirements.

The Board of Directors has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.

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From time to time, the Board of Directors may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

APPROVAL REQUIRED FOR PROPOSAL NO. 2

Approval of Proposal No. 2 requires the affirmative vote of a majority of the outstanding shares of Common Stock represented and voting at the Annual Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF SHERB & CO., LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A DIFFERENT CHOICE IN THEIR PROXIES.

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PROPOSAL NO. 3

TO AUTHORIZE, APPROVE AND RATIFY THE EXCHANGE AGREEMENT AND THE TRANSACTIONS DOCUMENTED IN THE EXCHANGE AGREEMENT

General

On March 24, 2006, our Board of Directors unanimously approved an Exchange Agreement pursuant to which we agreed to transfer a portion of our assets to Brooklyn Cheesecake & Desserts Company, Inc. (NJ) (“BCAK-NJ”) in exchange for the assumption and satisfaction of liabilities and lease obligations by BCAK-NJ, an assignee of Ronald L. Schutté, our former Chairman and Chief Executive Officer. Pursuant to the Exchange Agreement, we agreed to transfer $734,000 of our assets to BCAK-NJ in exchange for the satisfaction of $377,030 of indebtedness owed to Mr. Schutte and the assumption of $1,145,315 in liabilities and $597,101 of lease obligations by BCAK. A copy of the Exchange Agreement is attached as Annex A to the proxy statement. We encourage you to read the Exchange Agreement as well as the Tenant Lease Assignment attached as Annex B, the Exclusive Licensing Agreement attached as Annex C, the Asset Valuation Report attached as Annex D and the Fairness Opinion attached as Annex E, each in their entirety.

Background of the Exchange Agreement

On an ongoing basis, our Board of Directors and management periodically reviewed our financial condition and growth prospects. Based on the belief that future growth would require a significant capital investment for our baking operations in order to complete updates and enhancements to our cheesecake and desserts business, management proposed to our Board of Directors that we explore alternative strategies for maximizing shareholder value.

On December 23, 2005, we announced our intention to transfer a portion of our assets, consisting of accounts receivable, inventory, machinery and equipment, the website and other assets in exchange for the satisfaction and assumption of a substantial portion of our indebtedness and other liabilities.

We decided to exchange the assets because we were unable to raise the capital necessary to compete as a small public company and adequately address the complexity, scale and low margins of the baking business while meeting the prohibitive compliance costs associated with regulatory requirements for public companies under the Sarbanes Oxley Act of 2002 and related regulations. We were unable to meet our accounts payable and debt obligations as they came due while conducting our baking operations. Although we sought merger and acquisition candidates in the baking industry, no candidates were interested in operating as a public company due to the high level of compliance costs that would consume the low profit margins experienced in the baking industry as well as a general reluctance of industry participants to publicly disclose descriptions of their operations and financial results to competitors. In addition, our poor sales and mounting losses failed to attract potentially larger and more profitable businesses, more suitable for operation as a public company. Changes in the industry such as the rapid growth of big box retailers as Wal Mart and Cosco as well as commodity price increases created many challenges. Our poor financial condition did not allow us to seek out conventional banking credit. Our ability to raise capital from venture capital or private equity firms was extremely difficult without a solid growth pattern of revenues and earnings. Our lack of cash prohibited us from hiring a sales force or participating in trade shows.

We had exhausted all channels of capital raising and business relationships as a small public company by the end of 2005. Mr. Schutte, our chief executive officer at the time, had already invested over $1,100,000 of his own funds to help capitalize our operations. We were facing bankruptcy and the loss of shareholder value by continuing our baking operations in a public company. The Board of Directors and Mr. Schutté determined that it was in the best interest of the shareholders to divest the baking operations and allow the shareholders to obtain value from our intellectual property. On March 24, 2006, the Board of Directors unanimously approved the exchange transaction as documented in the Exchange Agreement. We believe that the exchange transaction, which allowed us to divest of all baking operations and operate as an intellectual property licensing company, will ultimately allow us to pursue and expand royalty fees and develop into a business more suitable for operation as a public company. Our Board of Directors took this position to enhance shareholder value and optimize asset growth.

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On March 28, 2006, we executed the definitive Exchange Agreement with Mr. Schutté, BCAK-NJ and J.M. Specialties, Inc., our wholly-owned subsidiary.

Information about Ronald L. Schutté

Mr. Schutté served as the Chairman of our Board of Directors and our chief executive officer from May 2001 until he resigned in March 2006. During his tenure, Mr. Schutté advanced us funds on a regular basis. As of March 28, 2006, we owed Mr. Schutte $1,177,030 and were unable to meet this obligation as it came due. Mr. Schutté is a majority shareholder of BCAK-NJ.

Our Reasons for the Exchange Agreement

In approving the Exchange Agreement, our Board of Directors considered a number of factors including the following:

· the lack of growth of the baking business and the inability of the baking business to produce significant earnings;

· the inability to raise adequate capital to fund a successful marketing effort;

· the historical financial performance of our company;

· the financial prospects of our company;

· the liquidity concerns currently faced by our company;

· the lack of other baking businesses interested in merging or forming a strategic alliance with a public entity;

· the short-term and long-term interests of our company and its shareholders;

· our company’s current cash position and future growth opportunities;

· the economic and market conditions affecting our company;

· the background of the negotiations and the terms of the transactions contemplated by the Exchange Agreement;

· the value of our assets, particularly of our intellectual property, and that certain contracts and customer relationships may decline with the passage of time; and

· that as a result of the Exchange Agreement, our shareholders will be foregoing any opportunity to share in the future growth or increase in value of our company under its current line of business.

The foregoing discussion of the information and factors considered by our Board of Directors is not intended to be exhaustive, but includes the material factors considered. In view of the variety of factors considered in connection with its evaluation of the Exchange Agreement, our Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weight to the specific factors considered in reaching its determination and recommendations, and individual directors may have given different weight to different factors.

Our Board of Directors established the terms of the exchange transaction and believes that the exchange transaction was fair to our shareholders. Our Board of Directors engaged an investment bank, du Pasquier & Co. Inc., also referred to herein as “du Pasquier”, to provide us with a fairness opinion pursuant to which it determined the fairness of the exchange transaction to our shareholders. A fairness opinion from an independent financial advisor typically entails a substantial fee charged to the requesting company and in this instance we negotiated the price of the fairness opinion with du Pasquier & Co. Inc. through arms length negotiations. In the context of an exchange agreement, the financial advisor will typically review a company’s historical and projected revenues, and the operating results of the company and those of comparable companies, and make certain assumptions regarding the value of the assets and liabilities of the associated business or assets.

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We retained du Pasquier to render this opinion, which is referred to in this Proxy Statement as the “Fairness Opinion.” We retained du Pasquier based upon du Pasquier’s experience in the valuation of businesses in connection with asset deals and similar transactions. du Pasquier is a corporate financial advisory firm based in New York, New York. As part of its business, du Pasquier renders fairness opinions in connection with mergers and acquisitions, business and securities valuations and financial restructurings. In selecting du Pasquier, we interviewed several investment bankers and selected du Pasquier based on their fee quote and availability to complete the required services in a timely manner.

No limitations were imposed by us upon du Pasquier with respect to the investigations made or procedures followed by it in rendering the Fairness Opinion. du Pasquier was not requested and does not intend to update, revise or reaffirm the Fairness Opinion in connection with the Exchange Agreement, including to reflect any circumstances or events that have occurred since March 28, 2006. The Fairness Opinion speaks only as of its date. Events that could affect the fairness of the exchange transaction, from a financial point of view, to our shareholders who are not parties to the Exchange Agreement include adverse changes in industry market conditions and changes to our business, financial condition and results of operations. No relationship existed between du Pasquier and us at the time the Fairness Opinion was prepared or delivered, none has since developed and none is mutually understood to be contemplated.

In connection with their investigation and analysis, du Pasquier conducted, considered, researched, and/or reviewed the following, among other sources:

· Discussions and meetings with senior management and directors of the company, concerning the outlook for the baking business;

· Our Annual Report on Form 10-KSB filings for the years ending December 31, 2003 and 2004;

· Our Annual Report on Form 10-KSB filing for the year ended December 31, 2005, filed with the SEC on March 28, 2006;

· The baking business’ projected financial statements for the years ending December 31, 2006 through 2010;

· Pro forma historical financial statements for the baking business, as compiled by management for the years ended December 31, 2001 through December 31, 2005;

· Relevant baking industry reports;

· Relevant economic, industry, and market related data, factors, and outlooks;

· The trading history of our common stock, and the trading activity of the stock of selected guideline companies;

· Valuation analyses related to our forecasted financial performance;

· A search for and review of potential publicly traded guideline companies;

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· A search for and review of potential guideline transactions involving both public and private companies;

· Our market capitalization;

· Other information regarding our company that was deemed relevant to the analysis.

Based on the analyses described above, du Pasquier determined that, as of the date of the Fairness Opinion, the terms of the Exchange Agreement were fair, from a financial point of view, to our stockholders.On March 28, 2006, du Pasquier delivered its opinion to us that, subject to and based upon the various qualifications and assumptions described therein, the terms of the Exchange Agreement were fair to our stockholders from a financial point of view.

In rendering the Fairness Opinion, du Pasquier relied upon and assumed, without independent verification, the accuracy and completeness of all financial or other information provided to them or publicly available. They also relied on our assurance that there were no material changes in our operations or financial condition from the date of the last financial statements for the year ended December 31, 2005. du Pasquier did not independently verify the accuracy and completeness of the information supplied to it with respect to us and did not assume any responsibility with respect to such information, and assumed and relied upon the accuracy and completeness of all such information provided to or discussed with du Pasquier or publicly available.

du Pasquier did not make any physical inspection or independent appraisal of any of our assets and the Fairness Opinion was based on the business, economic, market and other conditions as they existed on the date of the Fairness Opinion and could be evaluated by du Pasquier at the date of the Fairness Opinion. Under our engagement letter with du Pasquier, we paid a fee of $20,000 for services delivered in connection with rendering the Fairness Opinion.

Based on its review of the Fairness Opinion, our Board of Directors determined that the exchange transaction was fair to our shareholders. A copy of the Fairness Opinion is attached hereto as Annex E.

Summary of the Terms of the Exchange Agreement

The following sets forth a summary of the material provisions of the Exchange Agreement. The summary description does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement and Attachments which is attached hereto as Annex A. All shareholders are urged to read the Exchange Agreement and Attachments in its entirety.

Assets Exchanged

Section 2 of the Exchange Agreement provides that we transfer a portion of our assets to BCAK-NJ.

The assets transferred to BCAK-NJ, referred to as the “exchanged assets”, consisted of the assets used to operate our baking business, including, without limitation:

· All tangible assets including, but not limited to, furniture and fixtures, tools, machines, computers, software, assets, inventory, supplies, files, telephones, accounts receivable on the date of closing;

· Intangible assets, such as software, literature, manuals, training materials, product brochures, business methods, procedures and customer lists of our baking business;

· All of our company’s rights and obligations under contracts pursuant to which we have agreed to provide products and services to a third party or a third party has agreed to provide products and services to us and any lease for items used in the course of operating our baking business; and

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· All documents and information relating to the operation of our baking business.

The value of the assets transferred was $734,000 as outlined in Exhibit III to the Exchange Agreement. BCAK-NJ agreed to accept title to the exchanged assets “as-is”, “where is” and without any of the warranties as made and provided under the Uniform Commercial Code other than a warranty of title.

Obligations Assumed by Mr. Schutté

Section 2 of the Exchange Agreement provides that we transferred the exchanged assets to BCAK-NJ in satisfaction of $377,030 of the $1,177,030 due to Mr. Schutté and the assumption by BCAK-NJ of accounts payable, accrued liabilities and the balance of the required payments under the building lease, as outlined in Exhibits IV and V to the Exchange Agreement. Section 4 of the Exchange Agreement provides that BCAK-NJ will assume all of our work-in-progress as well as all existing agreements to purchase products, materials and supplies and further assume our obligations under all existing agreements.

Asset Retained by Company

Section 5 of the Exchange Agreement provides that we retain ownership of the Brooklyn Cheesecake Company, Inc. trademark (US Registration No. 3,040,023) and will license it to BCAK-NJ pursuant to the terms of an Exclusive Licensing Agreement, a copy of which is attached as Annex C. Pursuant to the terms of the Exclusive Licensing Agreement, we are entitled to receive royalty payments equal to 1% of BCAK-NJ’s net sales of products using the Brooklyn Cheesecake Company, Inc. trademark. These payments are to be paid to us in cash on a monthly basis. Additionally, we retained $20,000 for the purpose of paying the expenses related to the completion of our periodic public filings with the Securities and Exchange Commission.

Liabilities Retained by the Company

Section 6 of the Exchange Agreement provides that, upon closing of the exchange transaction, $800,000 representing the remaining indebtedness due Mr. Schutté will remain due and will continue to accrue interest at the rate of 13% per annum and the performance of this obligation will be secured by a properly perfected security interest in the Brooklyn Cheesecake Company, Inc. trademark. Payment of this liability is deferred at our option until such time as we receive royalties from BCAK-NJ pursuant to the Exclusive Licensing Agreement. Upon any change in control of our ownership, Mr. Schutté will have the right to exchange the remaining principal balance of this loan plus all accrued interest for sole and exclusive ownership of The Brooklyn Cheesecake Company, Inc. trademark.

Representations and Warranties of BCAK-NJ

In Section 10 of the Exchange Agreement, BCAK-NJ represented and warranted to us that:

· it will maintain product liability and general liability insurance and list us as an insured party for the period of the statute of limitations to protect us against any claims as a result of our operations prior to closing;

· defend and hold harmless us and our directors and officers from any claims, liabilities, legal actions or contingent liabilities incurred as a result of the Exchange Agreement; and

· all Bulk Sales notifications under the Uniform Commercial Code were waived as BCAK-NJ assumed responsibility for full payment of all of our bona fide creditors.

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Our Representations and Warranties

In Section 11 of the Exchange Agreement, we represented and warranted that:

· we are a duly formed corporation in good standing and that we have the legal authority to enter into the Exchange Agreement; and

· we hold harmless Mr. Schutté and BCAK-NJ from any claims, liabilities, legal actions or contingent liabilities asserted against them or any officers or directors of BCAK-NJ as a result of the Exchange Agreement.

Closing Conditions

Section 12 of the Exchange Agreement contained closing conditions including:

· approval of the Exchange Agreement by our board of directors;

· there were no legal proceedings threatened or pending that would have delayed the closing of the agreement;

· BCAK-NJ obtain a written release of our obligations under our premises lease and all existing agreements with customers and others;

· cancellation of all issued promissory notes due to Mr. Schutté except for $800,000;

· written confirmation from our accountants that all taxes that may be due as part of the exchange were either exempt, waived or paid at closing;

· that all reasonable documentation by each party be provided in order to complete the transaction; and

· that BCAK-NJ enter into an Exclusive licensing Agreement with us; the filing of a UCC-1 Form evidencing BCAK-NJ’s security interest in the trademark; and

· written satisfaction of the $377,030 of loans to the Company for the exchanged assets.

Other Terms

The Exchange Agreement also included standard legal contract terms with regard to:

· independent legal representation;

· notices;

· amendments;

· caption headings;

· duplications and counterparts;

· entire agreement;

· non-assignability;

· public announcements;

· governing law; and

· severability.

The parties agreed that consummation of the transactions contemplated by the Exchange Agreement is not subject to the approval of our stockholders.

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Interests of our Directors and Executive Officers

Upon consummation of the transactions contemplated by the Exchange Agreement, Anthony Merante was appointed to the positions of Chief Executive Officer and President and will perform those functions without compensation until we are in a position to compensate him for his service. There is no guaranteed minimum amount to be paid to Mr. Merante for his service as our executive officer.

Regulatory Approvals

No United States Federal or state regulatory requirements must be complied with or approvals obtained as a condition of the exchange transaction.

Business of Our Company Following the Exchange Transaction

Immediately following the closing, we had assets consisting of $20,000 and ownership of the Brooklyn Cheesecake Company, Inc. trademark. We had liabilities consisting of $800,000 due to Ronald L. Schutté and, with the passage of time incurred ordinary course payables, including payables for payments to professionals in connection with the completion of our reporting obligations under the Securities Exchange Act of 1934, as amended. 

Subsequent to the consummation of the exchange transaction, our business has consisted of licensing our trademark to BCAK-NJ. Pursuant to the Exclusive Licensing Agreement, we have received royalties of $24,653 in 2006 and the first nine months of 2007 and have experienced net losses during this period of $222,610. During 2004 and 2005, we experienced net losses of $574,324 and $1,064,311. We would have experienced similar or greater net losses during this period if we did not consummate the exchange transaction. We continue to seek other business opportunities with other baking companies and businesses outside of the baking industry. Currently, we have no commitments or agreements with any other person or entity regarding a proposed transaction.

In the event that Proposal No. 3 is not ratified, we will consider unwinding the exchange transaction and will review all options for continuing our operations. We will also be forced to consider discontinuing our operations through the sale of all of our assets to a third party. We cannot assure you that any third party will offer to purchase our assets for a price equal to or greater than the amount of indebtedness settled in the exchange transaction or that our assets can be sold all. If we are unable to sell our assets, we may be forced to file for bankruptcy protection.

Material United States Federal Income Tax Consequences

Federal Income Taxation of the Company. We did not experience any federal income tax as a result of the exchange transaction. Following the exchange transaction, we continue to be subject to United States Federal income taxation on our taxable income, if any, such as interest income, gain from the sale of our assets or income from operations. We will recognize gain or loss with respect to the sale of our assets in an amount equal to the fair market value of the consideration received for each asset over our adjusted tax basis in the asset sold.

Federal Income Taxation of our Shareholders. As our shareholders are not entitled to dissenters’ rights in connection with the exchange transaction, we do not expect that our shareholders will recognize any gain or loss for United States Federal income tax purposes as a result of the exchange transaction.

Dissenters’ Rights

We do not believe the exchange transaction constituted a sale of “substantially all” of our assets under Section 910 of the New York Business Corporation law. We have come to this conclusion by examining the exchange transaction both in terms of the revenue received from the assets which were exchanged and the relative value of the portion of our assets exchanged as compared to our assets being retained. First, this is not a sale or transfer of “substantially all” of our assets as we are selling our unprofitable business and we are currently in operations and we plan to produce revenue through royalties from the use of our Trademarks. Second, this is not a sale or transfer of “substantially all” of our assets as the assets transferred comprised approximately 33-43% of the total estimated value of our assets under a bankruptcy scenario. Accordingly, we have determined that the exchange transaction was not a sale or transfer of substantially all of our assets as of March 28, 2006, the date the definitive Exchange Agreement was executed. If a shareholder were to attempt to exercise dissenters’ rights in connection with the exchange transaction, we will vigorously challenge such an exercise, or the parties may also decide to unwind the exchange transaction.

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Vote Required and Board Recommendation

The ratification of the exchange transaction with Mr. Schutté pursuant to the terms of the Exchange Agreement requires the affirmative vote of at least the shareholders holding more than 50% of the outstanding shares of our Common Stock. All members of the Board of Directors and each of our executive officers who hold (or are deemed to hold), as of the record date, an aggregate of 104,020 shares of our Common Stock (approximately 15.2% of the outstanding shares of Common Stock as of the record date) have indicated that they will vote in favor of the proposal. In addition, Anthony Merante, our Chief Executive Officer, has voting rights for an additional 56,000 shares (approximately 8.2% of the outstanding shares of common stock as of the record date) pursuant to a Website Development Agreement by and between us and Charles Brofman and James Bruchetta dated March 1, 2005. Mr. Merante has indicated that he will vote these shares in favor of this proposal.

The Board of Directors believes that the exchange transaction was in our best interests and the best interests of our shareholders and recommends a vote “FOR” this proposal. It is intended that the shares represented by the enclosed form of proxy will be voted in favor of this proposal unless otherwise specified in such proxy.

The following resolution will be offered at the Annual Meeting:

“RESOLVED THAT THE EXCHANGE AGREEMENT AND THE TRANSACTIONS DOCUMENTED IN THE EXCHANGE AGREEMENT DATED MARCH 28, 2006 BE AUTHORIZED, APPROVED AND RATIFIED.”

MISCELLANEOUS

Other Matters

Management knows of no matter other than the foregoing to be brought before the Annual Meeting, but if such other matters properly come before the Annual Meeting, or any adjournment thereof, the persons named in the accompanying form of proxy will vote such proxy on such matters in accordance with their best judgment.

Shareholder Proposals

Shareholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act must have submitted the proposal to our Secretary at our offices at 20 Passaic Avenue, Fairfield, New Jersey 07004, in writing not later than September 5, 2008.

Shareholders who intend to present a proposal at such Annual Meeting without inclusion of such proposal in our proxy materials pursuant to Rule 14a-8 under the Exchange Act are required to provide advance notice of such proposal to our President and Chief Executive Officer at the aforementioned address not later than November 5, 2008.

If we do not receive notice of a shareholder proposal within this timeframe, our management will use its discretionary authority to vote the shares that they represent as our Board of Directors may recommend.

We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

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Solicitation of Proxies

The entire cost of the solicitation of proxies will be borne by our company. Proxies may be solicited by directors, officers and regular employees of our company, without extra compensation, by telephone, telegraph, mail or personal interview. Solicitation is not to be made by specifically engaged employees or paid solicitors. Our company will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses for sending proxies and proxy material to the beneficial owners of our common stock.

Householding of Annual Meeting Materials

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of our proxy statement to you if you call or write us at the following address or phone number: 20 Passaic Avenue, Fairfield, New Jersey 07004, (973) 808-8248. If you want to receive separate copies of our proxy statement in the future or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holders, or you may contact us at the above address and phone number.

Independent Registered Public Accounting Firm

Representatives of Sherb & Co., LLP, our independent auditors, are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Where You Can Find More Information

We file annual, quarterly and special reports, proxy statements and other information with the United States Securities and Exchange Commission. You may read and copy any document filed by our company at the public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You can review our electronically filed reports, proxy statements other information on the SEC’s website at http://www.sec.gov. Our common stock is eligible for quotation on the NASD Over-The-Counter Bulletin Board traded under the symbol “BCKE.OB.”

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EVERY SHAREHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE ANNUAL MEETING IN PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE.

By order of the Board of Directors

/s/ Anthony Merante

Anthony Merante

Chairman and Chief Executive Officer

Fairfield, New Jersey 07004

January 14, 2008

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30

Annex A

Annex B

Annex C

Annex D

Annex E

Annex F

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB/A2

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2006  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.)

20 Passaic Avenue

Fairfield, NJ 07004

(Address of principal executive offices, Zip Code)

(973) 808-8248

(Issuer'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:	Name of Each Exchange on Which Registered:
Common Stock, par value $.025 per share	None

Check whether the issuer (1) has 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. YesxNoo

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB. o

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

Issuer's revenue for its most recent fiscal year was $13,084.

The aggregate market value of the voting common stock held by non-affiliates of the issuer, as of March 31, 2007 was approximately $116,520 (based on the average closing bid and asked prices of the registrant’s common stock in the over-the-counter market).

As of March 31, 2007, 684,445 shares of registrant’s common stock, par value $.025 per share, were issued and outstanding (based on the registrant’s 1:25 reverse stock split of outstanding common stock effective March 20, 2006).

Transitional Small Business Disclosure Format (check one):Yes o  No x

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BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

FORM 10-KSB

YEAR ENDED DECEMBER 31, 2006

TABLE OF CONTENTS

PART I

Page

Item 1.	Description of Business	3
Item 2.	Description of Property	4
Item 3.	Legal Proceedings	4
Item 4.	Submission of Matters to a Vote of Security Holders	4
PART II
Item 5.	Market for Common Equity and Related Stockholder Matter	4
Item 6.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations	6
Item 7.	Financial Statements	11
Item 8.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	24
Item 8A.	Controls and Procedures	24
Item 8B.	Other Information	25
PART III
Item 9.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Ac t	25
Item 10.	Executive Compensation	26
Item 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 12.	Certain Relationships and Related Transactions	29
Item 13.	Exhibits	29
Item 14.	Principal Accountant Fees and Services	31
SIGNATURES		32

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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 “Description of 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-KSB 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-KSB.

ITEM 1. DESCRIPTION OF BUSINESS

THE FOLLOWING REPORT ON FORM 10-KSB REFLECTS THE REVERSE SPLIT OF OUR ISSUED AND OUTSTANDING COMMON STOCK EFFECTIVE MARCH 20, 2006. UNLESS OTHERWISE NOTED, ALL REFERENCES TO COMMON STOCK IN THIS REPORT TAKE INTO ACCOUNT AND REFLECTS THE REVERSE SPLIT. ADDITIONALLY THIS REPORT REFLECTS THE TRANSFER OF CERTAIN ASSETS TO OUR FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER FOR THE FORGIVENESS AND THE ASSUMPTION OF THE MAJORITY OF THE COMPANY’ S DEBT OBLIGATIONS.

GENERAL

Brooklyn Cheesecake & Desserts Company, Inc. was incorporated in November 1993. The Company's executive offices are located at 20 Passaic Avenue, Fairfield, NJ 07004 and its telephone number is (973) 808-8248. The Company licenses its Brooklyn Cheesecake & Desserts Company trademark to Brooklyn Cheesecake & Desserts Company, Inc. (a New Jersey Company).

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.

TRADEMARKS

Brooklyn Cheesecake & Desserts Company, Inc trademarks with the United States Patent and Trademark office include the mark The Healthy Bakery^Ò (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). Revenues are calculated at one percent of sales of goods bearing the Brooklyn Cheesecake & Desserts Company, Inc. trademark. The agreement expires on December 31, 2016.

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EMPLOYEES

As of December 31, 2006, Brooklyn Cheesecake & Desserts Company had one executive officer and no employees. The only executive the Company has is Anthony J. Merante who is the Chairman, President, Chief Financial Officer, Chief Executive Officer and Corporate Secretary.

ITEM 2. DESCRIPTION OF PROPERTY

The Company occupies secured space at 20 Passaic Avenue, Fairfield, NJ 07004 as storage for Company records. The Company continues to use this address as its mailing address.

ITEM 3. LEGAL PROCEEDING

None.

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

No matters were submitted to a vote of security holders during the fourth quarter of 2006.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

THIS SECTION AND FURTHER REFERENCES TO SHARES OF COMMON STOCK HAVE BEEN ADJUSTED TO EFFECUATE A MARCH 20, 2006 1:25 REVERSE STOCK SPLIT.

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. All amounts have been retroactively adjusted to reflect a 1:25 reverse stock split that occurred on March 20, 2006.

Period	High	Low
Fiscal Year 2005:
First Quarter	10.50	1.50
Second Quarter	4.50	2.50
Third Quarter	3.25	2.00
Fourth Quarter	2.00	.50
Fiscal Year 2006
First Quarter	.30	.26
Second Quarter	.26	.26
Third Quarter	.26	.26
Fourth Quarter	.26	.25

The above quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not reflect actual transactions. On April 16, 2007, the closing bid price for our common stock was $0.28 per share.

As of March 31, 2007, we had 63 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.

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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

On February 17, 2006, the Company issued 28,000 shares of common stock for services. The shares were issued to officers of the Company, valued at $35,000, or $1.25 per share, the closing trading price on the date of issuance.

On February 17, 2006, the Company issued 9,032 shares of common stock for merchandise purchased. These shares were issued to a vendor, valued at $11,271, or $1.25 per share, the closing trading price on the date of issuance.

On February 17, 2006, in payment of fees to Company Board members and Corporate secretary, the Company issued 64,000 shares of common stock. The shares were issued to the directors and corporate secretary, valued at $80,000, or 1.25 per share, the closing trading price on the date of issuance.

On February 17, 2006, in payment of fees to consultants, the Company issued 30,000 shares of common stock. The shares were issued to the consultants, valued at $37,500, or $1.25 per share, the closing trading price on the date of issuance.

On February 17, 2006, in payment of salaries to employees, the Company issued 12,400 shares of common stock. The shares were issued to the employees, valued at $15,500, or $1.25 per share, the closing trading price on the date of issuance.

On January 13, 2005 the Company issued 74,000 shares of common stock for services valued at $148,000. All the shares were issued to officers of the Company, valued at $148,000, or $2.00 per share on January 13, 2005, the closing trading price on the date of issuance.

On March 2, 2005 the Company issued 9,017 shares of common stock in settlement of an account payable of $18,034. These shares are valued at approximately $2.00 per share the closing trading price on the date of issuance.

On January 13, 2005, in payment of fees to Company Board members and Corporate Secretary, the Company issued 4,500 shares of common stock, valued at $9,000. These shares are valued at $2.00 per share the closing trading price on the date of issuance.

On March 2, 2005 the Company issued 42,000 shares of common stock for the initial payment of the website development costs totaling $152,250. These shares are valued at $3.63 per share the closing trading price on the date of issuance.

On April 27, 2005 the Company issued an additional 42,000 shares of common stock as consideration of the website development costs totaling $151,200. These shares are valued at $3.60 per share the closing trading price on the date of issuance

On August 29^th and September 29^th, 2005 the Company issued a total of 2,637 shares of common stock for services rendered valued at $8,750, pursuant to a monthly service retainer agreement. These shares were issued at various times during the quarter and have per share values ranging from approximately $2.63 to $4.38 per share depending on the closing trading price on the date of issuance.

On August 29, 2005, in payment of fees to Company Board members and the Corporate Secretary, the Company issued 3,048 shares of common stock, valued at $8,000. These shares are valued at $2.63 per share the closing trading price on the date of issuance.

5

On September 29, 2005 the Company issued the final 16,000 shares of common stock as consideration of the website development costs totaling $37,600. These shares are valued at $2.35 per share the closing trading price on the date of issuance.

On August 29, 2005 the Company issued 6,000 shares of common stock for services rendered valued at $9,000.

On September 21, 2005 the Company issued 2,000 shares of common stock for services rendered valued at $4,500.

On May 2004 the Company issued 26,630 shares of common stock for services valued at $100,600. Of these shares, 26,230 were issued to an officer of the Company, valued at $100,000, or $3.75 per share, the closing trading price on the date of issuance.

On May 2004 and December 2004 the Company issued 834 and 1947 shares, respectively, of common stock for services rendered valued at $10,500, pursuant to a monthly service retainer agreement. These shares were issued at various times during the year and have per share values ranging from approximately $1.00 to $5.50 per shares depending on the closing trading price on the date of issuance.

On May 2004 the Company issued 13,115 shares of common stock in settlement of a loan payable of $50,000. These shares are valued at approximately $3.75 per shares the closing trading price on the date of issuance.

On December 2004, In payment of fees to Company Board members, the Company issued 400,000 shares of common stock, valued at $28,000. These shares are valued at approximately $1.75 per shares the closing trading price on the date of issuance.

Each of these issuances of common stock was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS

GENERAL - Recent Developments

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 2006, 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 successful in obtaining such financing, we may not be able to continue to operate our business.

6

Although management is hopeful that licensing fees will increase in 2007 and 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-KSB.

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 consolidated revenues from continuing operations aggregated $13,084 and $0 for the years-ended December 31, 2006 and 2005 respectively, an increase of $13,084. This is the initial year of our licensing agreement thus there were no comparative numbers for 2005.

Selling, general and administrative expenses were $192,383 and $135,792 for the years-ended December 31, 2006 and 2005 respectively, an increase of $56,591.The increase was attributable to Director fee expenses recorded upon the conversion of stock options to stock.

Interest expense decreased in 2006 to $79,463 from $152,366, a decrease of $72,903, or 47.8%, in comparison to an increase in 2005 to $152,366 from $96,213, an increase of $56,153, or 58.4%. The 2006 decrease was a result of reclassifying interest expense in 2005 to discontinued operations in addition to the debt reduction as part of the exchange agreement with the former chief executive officer. The 2005 increase was a result of increased borrowings.

The gain from discontinued operations to $143,590 from $(776,153) an increase of $919,743 or 1,185% was a result of the exchange agreement whereby the baking operation, which produced substantial losses over the years was no longer included. This in addition to the reduced debt resulted in the gain from discontinued operations.

SEGMENT INFORMATION

Not applicable.

7

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, 2006, the Company had a negative working capital of $912,657 as compared to a negative working capital of $1,252,005 at December 31, 2005.

Although the Company has previously been successful in obtaining sufficient capital funds through issuance of common stock and warrants, there can be no assurance that the Company will be able to do so in the future.

INFLATION AND SEASONALITY:

Licensing revenue will vary since it is tied to peak baking seasons. Revenues are 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 2006 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.

RISK FACTORS

In light of our current financial condition, we have entered into a transaction with our former Chief Executive Officer and President whereby we would exchange certain assets for satisfaction of and assumption of a majority of the Company’s outstanding obligations and liabilities to him. The transaction was subject to a satisfactory fairness opinion and customary closing conditions. The transaction changed the company significantly from a company that manufactured and sold baked goods to a company that holds and licenses intellectual property.

Our independent auditors have stated that our recurring losses from operations and our accumulated deficit raise substantial doubt about our ability to continue as a going concern.

The reports of our independent Certified Public Accountants dated, April 13, 2007 and March 15, 2006 for the December 31, 2006 and 2005 condensed financial statements, respectively contained an explanatory paragraph that states that our recurring losses from operations and accumulated 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 our shares may be adversely affected by the public sale 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 freely tradable. Sales of Common Stock in the public market could materially adversely affect 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.

8

RISKS RELATED TO THE MARKET FOR OUR COMMON STOCK

Risk Factors Associated With Our 1:25 Reverse Stock Split

There can be no assurance that the total market capitalization of Brooklyn Cheesecake common stock (the aggregate value of all Brooklyn Cheesecake common stock at the then market price) after the Reverse Stock Split will be equal to or greater than the total market capitalization before the Reverse Stock Split will either equal or exceed the current per share market price.

There can be no assurance that the market price per new share of Brooklyn Cheesecake common stock after the Reverse Stock Split will remain unchanged or increase in proportion to the reduction in the number of old shares of Brooklyn Cheesecake common stock outstanding before the Reverse Stock Split.

Accordingly, the total market capitalization of Brooklyn Cheesecake common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split and, in the future, the market price of Brooklyn Cheesecake common stock following the Reverse Stock Split may not exceed or remain higher than the market price prior to the Reverse Stock Split.

A decline in the market price of our common stock after the Reverse Stock Split may result in a greater percentage decline than would occur in the absence of a Reverse Stock Split, and the liquidity of Brooklyn Cheesecake common stock could be adversely affected following such a Reverse Stock Split.

If the market price of our common stock declines, the percentage decline may be greater than would occur in the absence of a Reverse Stock Split. The market price of our common stock will, however, also based on our performance and other factors, which are unrelated to the number of shares outstanding. Furthermore, the reduced number of shares outstanding after the Reverse Stock Split could adversely affect the liquidity of 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 $.30 per share in the twelve (12) month ended December 31, 2006. Our average trading volume is extremely low. As such, a significant sale 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;

· Fluctuations in market demand and supply of our products.

Our common stock is currently traded on the over-the-counter-bulletin-board and an investor’s availability 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 trading volume in our Common Stock on the Over-The-Counter-Bulletin-Board for the year ended December 31, 2006 was approximately 153 shares.

9

Possible adverse effect of issuance of preferred stock

Brooklyn Cheesecake & Desserts Company, Inc 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.

10

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

TABLE OF CONTENTS

ITEM 7. FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	12
Balance Sheet	13
Statements of Operations	14
Statements of Changes in Stockholders' Deficiency	15
Statements of Cash Flows	16
Notes to Financial Statements	16-23

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 sheet of Brooklyn Cheesecake & Desserts Company, Inc. as of December 31, 2006, and the related statements of operations, changes in stockholders' deficiency, and cash flows for the years ended December 31, 2006 and 2005. 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. 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, 2006, and the results of its operations and cash flows for the years ended December 31, 2006 and 2005, 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, 2006 and 2005 and as of December 31, 2006 has a working capital deficiency in the amount of $912,657, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are discussed in the notes to the financial statements. 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 13, 2007

12

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

BALANCE SHEET - DECEMBER 31, 2006

ASSETS

Current assets:
Accounts receivable	$	13,084
Total current assets		13,084
Other assets:
Tradename, net of amortization		61,125
Total other assets		61,125
	$	74,209
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable	$	9,000
Accrued expenses		85,463
Notes payable		815,000
Notes payable, officer		16,278
Total current liabilities		925,741
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		12,254,135
Accumulated deficit		(13,122,777	)
Total stockholders' deficiency		(851,532	)
	$	74,209

See notes to financial statements.

13

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2006			2005
Licensing fees	$	13,084		$	-
Selling, general and administrative expenses		192,383			135,792
Interest expense		79,463			152,366
		(271,846	)		(288,158	)
Loss from continuing operations		(258,762	)		(288,158	)
Discontinued operations
Loss from discontinued
operations		(383,781	)		(776,153	)
Gain on disposal of assets		527,371			-
Gain (loss) from discontinued operations		143,590			(776,153	)
Net loss		($ 115,172	)		($ 1,064,311	)
Earnings per common share:
Basic and diluted:
Loss from continuing operations	$	(0.39	)	$	(0.58	)
Gain (loss) from discontinued operations	$	0.22		$	(1.56	)
Net loss per common share	$	( 0.17	)	$	( 2.14	)
Weighted average number of common shares outstanding basic and diluted		666,369			496,983

See notes to financial statements.

14

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

YEARS ENDED DECEMBER 31, 2006 AND 2005

	Common Stock
	Number				Additional					Total
	of				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficiency
Balance at January 1, 2005		339,813	$	8,495	$	11,537,145		($11,943,294	)		($ 397,654	)
Stock issued for salary		74,000		1,850		146,150		-			148,000
Stock issued for professional services		12,517		313		25,937		-			26,250
Stock issued for website development		100,000		2,500		338,550		-			341,050
Stock issued for repayment of debt		9,017		225		17,809		-			18,034
Stock issued for Directors’ fees		5,666		142		12,858		-			13,000
Net loss for the year ended December 31, 2005		-		-		-		(1,064,311	)		(1,064,311	)
Balance at December 31, 2005		541,013		13,525		12,078,449		(13,007,605	)		(915,631	)
Stock issued for salary		40,400		1,010		49,490		-			50,500
Stock issued for professional services		30,000		750		36,750		-			37,500
Stock issued for repayment of debt		9,032		225		11,046					11,271
Stock issued for directors’ fees		64,000		1,600		78,400					80,000
Net loss for the year ended December 31, 2006		-		-		-		(115,172	)		(115,172	)
Balance at December 31, 2006		684,445	$	17,110	$	12,254,135		($13,122,777	)		($ 851,532	)

See notes to financial statements.

15

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2006			2005
Operating activities:
Loss from continuing operations		($258,762	)		($288,158	)
Adjustments to reconcile loss from continuing operations to
net cash used in continuing operating activities:
Depreciation and amortization		6,000			6,000
Changes in operating assets and liabilities:
Fees Receivable		(13,084	)		-
Prepaid expenses		20,671			4,025
Accounts payable		9,000			-
Accrued expenses		85,463			-
Net cash used in operating activities		(150,712	)		( 278,133	)
Gain (loss) from discontinued operations		(383,781	)		( 776,153	)
Adjustments to reconcile loss from discontinued operations to net cash
Provided by (used in) discontinued operating activities:
Gain on disposal of assets		527,371			-
Depreciation and amortization		31,654			107,346
Common stock issued for services		168,000			187,250
Impairment loss		-			201,887
Decrease in net assets from discontinued operations		422,573			99,463
(Decrease) Increase in net liabilities from discontinued operations		( 646,185	)		172,803
Net cash provided by (used in) discontinued operations		119,632			( 7,404	)
Investing activities:
Purchase of property and equipment		-			( 30,163	)
Sale of property & equipment		249,198			-
Net cash provided by (used in) investing activities		249,198			(30,163	)
Financing activities:
Proceeds from notes payable		15,000			-
Proceeds from capital lease		-			12,503
Proceeds from officers’ loans		16,278			286,250
Payment of capital lease		-			(10,834	)
Principal payment of notes payable		(208,241	)		-
Principal payment of officers’ loans		(48,599	)		-
Net cash (used in) provided by financing activities		(225,562	)		287,919
Net decrease in cash and cash equivalents		( 7,444	)		( 27,781	)
Cash and cash equivalents, beginning of year		7,444			35,225
Cash and cash equivalents, end of year	$	-		$	7,444
Cash paid during the year for:
Interest:	$	-		$	$ 72,814
Non-cash transactions affecting investing and financing transactions:
Issuance of restricted common shares for debt	$	-		$	168,034

See notes to financial statements.

16

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006 AND 2005

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, 2006 and 2005, the Company incurred losses from continuing operations in the amount of $258,762 and $288,158, respectively, and as of December 31, 2006 had a net working capital deficiency of $912,657.

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.

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, 2006 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, 2006 AND 2005

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 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.

Fair Value of Financial Instruments:

The Company’s financial instruments consist of , accounts receivable, accounts payable, accrued expenses, notes payable and long-term debt.  The carrying amounts of the financial instruments reported in

the balance sheet approximate fair value based on the short-term maturities of these instruments.

Reclassifications:

Certain reclassifications have been made to the prior year's consolidated financial statements to

conform to current year's presentation. Such reclassifications had no effect on the reported net loss or net stockholders deficit.

Recent accounting pronouncements:

In February 2006, the Financial Accounting Standards Board issued Statement No. 155 (“SFAS No 155”), “Accounting for Certain Hybrid Instruments: An Amendment of FASB Statements No. 133 and 140”. Management does not believe that this statement will have a significant impact as the Company does not use such instruments.

In May 2006, the SEC announced that the compliance date for non-accelerated filers pursuant to Section 404 of the Sarbanes-Oxley Act had been extended. Under the latest extension, a company that is not required to file its annual and quarterly reports on an accelerated basis must begin to comply with the internal control over financial reporting requirements for its first fiscal year ending on or after July 15, 2008, which, for us, is effective for fiscal 2008 beginning January 1, 2008. This is a one-year extension from the previously established July 15, 2007 compliance date established in September 2005. The SEC similarly extended the compliance date for these companies relating to requirements regarding evaluation of internal control over financial reporting and management certification requirements. We are currently evaluating the impact of Section 404 of the Sarbanes-Oxley Act on our results of operations, cash flows or financial condition.

18

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006 AND 2005

Recent accounting pronouncements (continued):

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (FIN 48”), which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. The Company does not expect FIN 48 will have a material effect on its financial condition or results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) 108 which provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. SAB 108 is effective for the first interim period following the first fiscal year ending after November 15, 2006, which, for us, is effective for fiscal 2007 beginning January 1, 2007. We believe that the adoption of SAB 108 will not have a material impact on the Company’s results of operations, cash flows or financial condition.

The Company does not believe that any other recently issued, but not yet effective accounting standards will have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

3.Concentration of credit risk and major customers:

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 December 31, 2006, the Company had no uninsured cash balances.

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, 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 and Desserts Company, Inc. trademarks.

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

Years Ended December 31,

2007	$	6,000
2008		6,000
2009		6,000
2010 2011 Thereafter		6,000 6,000 31,125
	$	61,125

19

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006 AND 2005

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.Common stock:

The following common stock issuances were made during the year ended December 31, 2006:

·The Company issued 28,000 shares of common stock for services. 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 9,032 shares of common stock for merchandise purchased. These 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. 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. 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. 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 following common stock issuances were made in the year ended December 31, 2005:

·On January 13, 2005 the Company issued 74,000 shares of common stock for services valued at $148,000. All the shares were issued to officers of the Company, valued at $148,000, or $2.00 per share on January 13, 2005, the closing trading price on the date of issuance.

·On March 2, 2005 the Company issued 9,017 shares of common stock in settlement of an account payable of $18,034. These shares are valued at approximately $2.00 per share the closing trading price on the date of issuance.

·On January 13, 2005, in payment of fees to Company Board members and Corporate Secretary, the Company issued 4,500 shares of common stock, valued at $9,000. These shares are valued at $2.00 per share the closing trading price on the date of issuance.

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BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006 AND 2005

6.Common stock (continued):

·On March 2, 2005 the Company issued 42,000 shares of common stock for the initial payment of the website development costs totaling $152,250. These shares are valued at $3.63 per share the closing trading price on the date of issuance.

· On April 27, 2005 the Company issued an additional 42,000 shares of common stock as consideration of the website development costs totaling $151,200. These shares are valued at $3.60 per share the closing trading price on the date of issuance.

·On August 29^th and September 29^th, 2005 the Company issued a total of 2,637 shares of common stock for services rendered valued at $8,750, pursuant to a monthly service retainer agreement. These shares were issued at various times during the quarter and have per share values ranging from approximately $2.63 to $4.38 per share depending on the closing trading price on the date of issuance.

·On August 29, 2005, in payment of fees to Company Board members and the Corporate Secretary, the Company issued 3,048 shares of common stock, valued at $8,000. These shares are valued at $2.63 per share the closing trading price on the date of issuance.

·On September 29, 2005 the Company issued the final 16,000 shares of common stock as consideration of the website development costs totaling $37,600. These shares are valued at $2.35 per share the closing trading price on the date of issuance.

·On August 29, 2005 the Company issued 6,000 shares of common stock for services rendered valued at $9,000.

·On September 21, 2005 the Company issued 2,000 shares of common stock for services rendered valued at $4,500.

The issuance of the common stock was exempt from registration pursuant to Section 4 (2) of The Securities Act of 1933, as amended.

In February 2005, the Company amended their Certificate of Incorporation and increased the number of authorized common shares to 30,000,000 from a previous 10,000,000 shares.

7 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 $115,172 during the year ended December 31, 2006 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, 2006 other than net operating losses.

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BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006 AND 2005

7 Income taxes (continued):

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 carryforward of approximately $11,000,000. 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 carryforward of approximately $11,000,000 may be offset against future taxable income. The carryforward losses expire at the end of the years 2007 through 2026

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

8.Common stock options:

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 total number of shares set aside was 143,432. At the grant date, the option exercise price for all options granted was equal to the fair market value of the Company’s stock. The options expire five years from the grant date. There were 0 and 143,432 options granted during the calendar years 2006 and 2005.

Information relating to stock option and warrant activity for 2006 is as follows:

	Shares Underlying Options			Weighted Average Exercise Price
Outstanding at December 31, 2004		13,000		$	2.50
Granted		143,432		$	2.22
Cancelled		(13,000	)	$	2.50
Outstanding at December 31, 2005		143,432		$	2.22
Exchange		(143,432	)	$	2.22
Outstanding at December 31, 2006		-			-
Options exercisable at December 31, 2005		143,432		$	2.22
Options exercisable at December 31, 2006		-			-

22

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006 AND 2005

9.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 $13,084 for 2006.

10.Discontinued Operations:

The Company’s Exchange Agreement 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.”

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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 8A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

         As of December 31, 2006, 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 quarter ended December 31, 2006.

     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.

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ITEM 8B. OTHER INFORMATION

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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 or Executive Officer, Age and Position Held with Company	Principal Occupation For Previous Five Years	Date of Initial Electionas Director
Anthony J. Merante, 45 Chairman, President, Chief Financial Officer, Chief Executive Officer, and Corporate Secretary	Certified Public Accountant Chief Financial Officer	January 2003
Carmelo Foti, 53 Director	VP & Manager Credit & Marketing National Bank Of Egypt, NY Branch	January 2003
Liborio Borsellino, 50 Director	Partner, RBC and Associates	August 2004
David Rabe, 45 Director	President, Interpro Systems, Inc.	August 2004
Donald O’Toole, 54 Director	Senior Vice-president, Petry TV, Inc.	August 2005

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.

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 (10%) 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, or written representations that no other forms were required, the Company believes that none of Messrs. Merante, Schutté, Foti, Borsellino, Rabe or O’Toole filed a Form 4 reporting the cancellation of their outstanding stock option grants and the common stock awards that they received on February 17, 2006.

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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 10. EXECUTIVE COMPENSATION

Executive Compensation 

The following Summary Compensation Table sets forth all compensation earned, in all capacities, during the fiscal year ended December 31, 2006 by each of the executive officers (the “Named Executive Officers”).

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary ($)		Option Awards ($)		Other Compensation		Total
Anthony J. Merante		2006	$	10,000(1)	$	0	$	11,250(2)	$	21,250
President, Chief Executive Officer and Chief Financial Officer
Ron Schutté		2006	$	25,000(3)	$	0	$	11,250(4)	$	36,250
Chief Executive Officer

(1) In 2006, Mr. Merante received 8,000 shares of common stock in payment for his service as our only executive officer. These shares were valued at $1.25 per share, which was the last quotation price of our common stock on the Over The Counter Bulletin Board on February 17, 2006.

(2) On February 17, 2006, 9,000 options held by Mr. Merante were cancelled. On December 31, 2006, Mr. Merante did not have any equity awards outstanding. On February 17, 2006, we also granted 9,000 shares of our common stock to Mr. Merante as compensation for his service as a director. This stock issuance resulted in noncash compensation expense to Mr. Merante of $11,250.

(3) Mr. Schutté served as chairman of our board of directors and as our chief executive officer until March 28, 2006. In 2006, Mr. Schutté received 20,000 shares of common stock in payment for his service as our executive officer. These shares were valued at $1.25 per share, which was the last quotation price of our common stock on the Over The Counter Bulletin Board on February 17, 2006.

(4) On February 17, 2006, 9,000 options held by Mr. Schutté were cancelled. On December 31, 2006, Mr. Schutté did not have any equity awards outstanding. On February 17, 2006, we also granted 9,000 shares of our common stock to Mr. Schutté for compensation for his service as a director. This stock issuance resulted in noncash compensation expense to Mr. Schutté of $11,250.

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Option Grants in Fiscal 2006

We did not grant any options to any of our Named Executive Officers during the year ended December 31, 2006.

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 year ended December 31, 2006 and with respect to the unexercised options held by the Named Executive Officers as of December 31, 2006.

						Number of Securities Underlying Unexercised Options at Fiscal Year End (#)				Value of Unexercised In-The-Money Options at Fiscal Year End ($) (1)
Name	SharesAcquired onExercise (#)		ValueRealized ($)		Exercisable		Unexercisable		Exercisable		Unexercisable
Anthony Merante		0		0		0		0		0		0
Ronald Schutté		0		0		0		0		0		0

Compensation of Directors

Our directors receive a fee of $1,000 for attending 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 was one meeting of the board of directors in 2006 for which the fee was waived.

Name	Fees Earned Or Paid in Cash		Stock Awards			Total
Anthony J. Merante	$	0.00	$	11,250(1	)	$	11,250
Carmelo Foti	$	0.00	$	11,250(1	)	$	11,250
Liberio Borsellino	$	0.00	$	11,250(1	)	$	11,250
David Rabe	$	0.00	$	11,250(1	)	$	11,250
Donald O’ Toole	$	0.00	$	11,250(1	)	$	11,250

(1) On February 17, 2006, 9,000 options held by each director were cancelled. On December 31, 2006, each director had zero option awards outstanding. On February 17, 2006, we granted each of our directors 9,000 shares of our common stock. These stock grants resulted in noncash compensation expenses of $11,250 to each of our directors, which was calculated using a value of $1.25 per share, which was the last quotation price of our common stock on the Over The Counter Bulletin Board on February 17, 2006. On December 31, 2006, 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 Shares
Anthony J. Merante	12,739
Carmelo Foti	12,739
Liberio Borsellino	11,024
David Rabe	11,024
Donald 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.

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ITEM 11. 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 3,000,000 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, 2007, certain information with respect to beneficial ownership of our common stock as of March 31, 2007 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%

(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.

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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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 13. EXHIBITS

(a)The following Exhibits are filed as part of this report.

Exhibit Number Description

2.1 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.

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.

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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 16, 2007 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 16, 2007 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.

(b)  We did not file any current Reports on Form 8-K during the fourth quarter of 2006.

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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 2006 and 2005.

	Fiscal 2006		Fiscal 2005
Audit Fees	$	15,000	$	34,000
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	15,000	$	34,919

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Form 10-QSB 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.

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 year 2006 were pre-approved by the entire Board of Directors.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant duly caused this Annual Report on Form 10- KSB to be signed on its behalf by the undersigned, thereunto duly authorized on January 11, 2008.

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

By: /s/Anthony J. Merante

Chairman, President, Chief Financial Officer and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on January 11, 2008.

Signatures   Title

/s/ Anthony J. Merante	President, Chief Executive Officer and Chief Financial Officer
Anthony J. Merante
/s/ Carmelo Foti	Director
Carmelo Foti
/s/Liborio Borsellino	Director
Liborio Borsellino
/s/David Rabe	Director
David Rabe
/s/Donald O’Toole	Director
Donald O’Toole

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