10-Q 1 v123286_10q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2008
 
OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to_______

Commission File Number 1-13984

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
(Exact name of registrant as specified in its charter)

New York
  
13-3832215
(State or other jurisdiction of
  
(I.R.S. Employer
incorporation or organization)
  
Identification Number)
 
800 Westchester Avenue, Suite N405, Rye Brook, NY 10573
(Address of principal executive offices)

(914) 701-0170
(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one): Large Accelerated filer o Accelerated filer o Non-accelerated filer (do not check if a smaller reporting company) o Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 13, 2008, there were 684,445 shares of the registrant’s common stock, par value $0.025 per share, outstanding.


INDEX
 
PART I. FINANCIAL INFORMATION
  
     
Item 1.
Financial statements: (unaudited)
  
     
Balance sheets as of June 30, 2008 (unaudited ) and December 31, 2007
1
     
Statements of Operations for the six and three months ended June 30, 2008 and 2007 (unaudited)
2
   
Statements of Cash Flows for the six months ended June 30, 2008 and 2007 (unaudited)
3
     
Notes to financial Statements
4
   
 
Item 2.
Management's Discussion and Analysis of Financial
 
 
Condition and Results of Operations
7
     
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
9
     
Item 4 T.
Controls and Procedures
9
     
     
PART II. OTHER INFORMATION
  
     
Item 1.
Legal Proceedings
10
     
Item 1A.
Risk Factors
10
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
10
     
Item 3.
Defaults Upon Senior Securities
10
     
Item 4.
Submission of Matters to a Vote of Security Holders
10
     
Item 5.
Other Information
10
     
Item 6.
Exhibits
11
     
SIGNATURES
  
12
     
CERTIFICATIONS
  
 
 

PART I. FINANCIAL INFORMATION

Item 1. Financial statements

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
BALANCE SHEETS

   
June 30, 2008
 
December 31, 2007
 
 
 
(Unaudited)
 
(1)
  
ASSETS
              
               
Current assets:
              
Cash
  
$
25
  
$
1,593
  
Accounts receivable
    
23,972
    
18,871
  
               
Total current assets
    
23,997
    
20,464
  
               
Other assets:
              
Tradename, net of amortization
    
52,125
    
55,125
  
               
Total other assets
    
52,125
    
55,125
  
               
   
$
76,122
  
$
75,589
  
               
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
              
               
Current liabilities:
              
Accounts payable
  
$
45,292
  
$
25,313
  
Accrued expense
    
242,188
    
195,313
  
Notes payable
    
815,000
    
815,000
  
Cash advances, officer
    
59,208
    
45,901
  
               
Total current liabilities
    
1,161,688
    
1,081,527
  
               
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
    
17,110
  
Additional paid in capital
    
12,254,135
    
12,254,135
  
Accumulated deficit
    
(13,356,811
)
  
(13,277,183
)
Total stockholders’ deficiency
    
(1,085,566
)
  
(1,005,938
)
               
Total liabilities and stockholders’ deficiency
  
$
76,122
  
$
75,589
  

(1) Derived from Audited Financial Statements.
 
See notes to unaudited financial statements.

1
 
BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
STATEMENTS OF OPERATIONS
SIX AND THREE MONTHS ENDED JUNE 30, 2008
(UNAUDTIED)
   
Six Months
  
Three Months
  
   
Ended June 30
  
Ended June 30
  
                   
   
2008
 
2007
 
2008 
 
2007
  
                   
Licensing fees
  
$
5,101
  
$
5,053
  
$
2,000
    
1,827
  
 
                          
Selling, general and administrative expenses
    
31,755
    
22,408
    
10,299
    
15,326
  
Interest expense
    
52,975
    
52,975
    
26,487
    
26,487
  
     
84,730
    
75,383
    
36,786
    
41,813
  
                           
Net loss
   $
(79,629
)
 $ 
(70,330
)
 $
(34,786
)
 $
(39,986
)
                           
Earnings per common share: Basic and diluted:
  
$
(.12
)
$
(.10
)
$
(.05
)
$
(.06
)
                           
Weighted average number of common shares outstanding
    
684,445
    
684,445
    
684,445
    
684,445
  

See notes to unaudited financial statements.
 
2

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30
(UNAUDITED)

   
2008
 
2007
  
           
Operating activities:
              
Net loss
   $
(79,629
)
 $
(70,330
)
Amortization
    
3,000
    
3,000
  
Increase (decrease) in operating assets and liabilities:
              
Fees receivable
    
(5,101
)
  
(5,053
)
Accounts payable
    
19,979
    
( 6,780
)
Accrued expenses
    
46,875
    
51,675
  
Net cash used in operating activities
    
(14,876
)
  
(27,488
)
               
Financing activities:
              
Proceeds from cash advances, officer
    
13,308
    
29,624
  
Net cash provided by financing activities
    
13,308
    
29,624
  
               
Net (decrease) increase in cash and cash equivalents
    
(1,568
)
  
2,136
  
               
Cash and cash equivalents, beginning of year
    
1,593
    
-
  
               
Cash and cash equivalents, end of period
  
$
25
  
$
2,136
  
               
Supplemental disclosures:
             
Cash paid during the year for:
              
Taxes:
  
$
-
  
$
-
  
Interest:
  
$
-
  
$
-
  
 
See notes to unaudited financial statements.
 
3
BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2008 AND 2007

1. Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2007 filed with the Securities and Exchange Commission on April 14, 2008.

The results of operations for the six months ended June 30, 2008 are not necessarily indicative of the results for the full fiscal year ending December 31, 2008.

Accounting standards have been issued or proposed by the FASB and other standards-setting bodies that are not expected to have a material impact on the financial statements for the period ending June 30, 2008 upon adoption.

2. Nature of operations, risks and uncertainties:

The Company was formerly a manufacturer of baking and confectionery products, which were sold to supermarkets, food distributors, educational institutions, restaurants, mail order and to the public. The Company sold its products throughout the United States, with a concentration on the east coast. The Company also exported cheesecake to Japan.

On March 28, 2006, the Company entered into an exchange agreement, tenant’s lease assignment, and exclusive licensing agreement with the Company’s former Chairman, Chief Executive Officer, and President, Ronald Schutté, whereby the Company exchanged certain assets of its operating subsidiary JM Specialties, Inc. for the assumption of $1,145,315 in liabilities of the Company by an entity established by Mr. Schutté with a personal guarantee by Mr. Schutté. As part of the agreement, Mr. Schutté also acquired the stock of JM Specialties, Inc. The transaction had been subject to a satisfactory fairness opinion. Following the exchange transaction, the Company’s business operations changed from the manufacturing of baking and confectionary products to licensing intellectual property.

The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

The Company maintains all of its cash balances in New Jersey financial institutions. The balances are insured by the Federal Deposit Insurance Company (FDIC) up to $100,000. At June 30, 2008, the Company had no uninsured cash balances.
 
3. Tradename and licensing agreements:

On March 7, 2002, the Company purchased the rights to the tradenames Brooklyn Cheesecake Company, Inc. and Brooklyn Cheesecake and Desserts Company, Inc. and the related corporate logo in exchange for 300,000 shares of the Company's common stock, valued on the purchase date at $90,000. The tradename rights are being amortized on the straight-line basis over a fifteen-year term. Amortization expense was $3,000 and $3,000 for the six months ended June 30, 2008 and 2007.

On March 28, 2006, the Company entered into a licensing agreement with its former Chairman and CEO, whereby a one percent of sales fee would be charged for the use of the Brooklyn Cheesecake & Desserts Company, Inc. trademarks. Licensing fees were $5,101 and $5,053 for the six months ended June 30, 2008 and 2007.
 
4
 
BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2008 AND 2007

3. Tradename and licensing agreements (continued):
 
The following is a schedule of future amortizations on the trade name:

2008
  
$
6,000
  
2009
    
6,000
  
2010
    
6,000
  
2011
   
6,000
  
2012
   
6,000
  
Thereafter
   
22,125
  
   
$
52,125
  

4. Notes payable:
 
A 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 7). Mr. Schutté also advanced $15,000 to cover additional expenses during the period.

5. Cash Advances Officer:
 
Anthony Merante, the Company’s Chairman, President and CEO, makes cash advances to the Company from time to time to enable it to meet its payment obligations. These advances bear no interest and are payable on demand. Advances during the six months ended June 30, 2008 totaled $13,308.

6. Income taxes:

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards ("SFAS No. 109") "Accounting for Income Taxes", which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities. There was no cumulative effect of adoption or current effect in continuing operations mainly because the Company has accumulated a net operating loss. The Company has made no provision for a deferred tax asset due to the net operating loss carry-forward because a valuation allowance has been provided which is equal to the deferred tax asset. It cannot be determined at this time that a deferred tax asset is more likely than not to be realized.

The Company has a loss carry-forward of approximately $6,000,000 that may be offset against future taxable income. The carry-forward losses expire at the end of the years 2017 through 2027. Utilization of the Company’s operating loss carry-forwards could be limited based on changes in ownership as defined in Internal Revenue Code Section 382.
 
5
 
BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2008 AND 2007

7. 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 the assumption of $1,145,315 of the $ 1,945,315 liabilities of the Company by an entity established by Mr. Schutté which included some of the debt due to Mr. Schutté. The balance of the Company’s $800,000 obligation to Mr. Schutté will be repaid 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.
 
6
 
Forward Looking Statements
 
This Quarterly Report on Form 10-Q includes 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. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” ”believe,” “estimate,” ”continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those in our other Securities and Exchange Commission filings, including our Annual Report on Form 10KSB filed on April 14, 2008. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

From March 2002 through March 2006, we were a manufacturer of baking and confectionary products. In March 2006, we entered into an Exchange Agreement pursuant to which we exchanged our baking equipment and other fixed assets and JM Specialties, Inc., our wholly owned subsidiary, for the satisfaction and assumption of approximately $1,145,000 of outstanding liabilities and obligations owed to Ronald L. Schutté, our former president and chief executive officer. We retained our trademarks and now license these trademarks to a New Jersey corporation formed by Mr. Schutté to continue the baking operations that were transferred to him pursuant to the Exchange Agreement. As a result of this transaction, our baking operations have been treated as discontinued operations and our current business of licensing our trademarks is treated as our continuing operations.

We presently do not have sufficient cash to implement our business plan.

We have experienced this lack of liquidity throughout 2007 and the first seven months of 2008, 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 not successful in obtaining such financing, we may not be able to continue to operate our business.

Although we are hopeful that licensing fees will increase in the future and be sufficient to pay related expenses, we 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 Quarterly Report on Form 10-Q.

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.  We follow the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104 for revenue recognition.  In general, we record 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. 
 
7
 
Stock Based Compensation:

Effective January 1, 2006, we 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, we are 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

 Six and Three Months Ended June 30, 2008 Compared to Six and Three Months Ended June 30, 2007

Licensing fees aggregated $5,101 and $5,053 for the six months ended June 30, 2008 and 2007, an increase of $48 or 1%. The increase is a result of a increase in product sales on trade name licensed products. The $173 licensing fee increase for the three months ended June 30, 2008 as compared to June 30, 2007 was a result of higher product sales on trade name licensed products.

Selling, general and administrative expenses totaled $31,755 and $22,408 for the six months ended June 30, 2008 and 2007. The increase of $9,347 or 41% was the result of costs incurred for our annual meeting of shareholders held February 4, 2008. Selling, general and administrative expenses for the three months ended June 30, 2008 decreased to $10,299 from $15,326 for the three months ended June 30, 2007. This is a decrease of $5,072 or 32.5%. This is a result of lower legal fees and public filing related costs.

Interest expense was $52,975 and $52,975 for the six months ended June 30, 2008 and 2007. Interest expense for the three months ended June 30, 2008 and 2007 was $26,487 and $26,488. There was no change. Interest is charged at 13% per annum on the $815,000 note payable.

Liquidity and Capital Resources

Since inception, our only source of working capital has been the $8,455,000 received from the sale of our securities.

As of June 30, 2008, we had negative working capital of $1,137,691 as compared to negative working capital of $1,061,063 at December 31, 2007.

Net Cash Used in Operating Activities during the six months ended June 30, 2008 of $14,876 was due to our net loss of $79,629 and an increase in fees receivable of $5,101, offset by an increase in accounts payable and accrued expenses of $66,854 and amortization expense of $3,000.

Net Cash Provided by Financing Activities during the six months ended June 30, 2008 of $13,308 was due to an officer advance.
 
Although we have previously been successful in obtaining sufficient capital funds through issuance of common stock and warrants, there can be no assurance that we 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 generally higher during holiday seasons such as Thanksgiving, Christmas, Jewish New Year, Easter and Passover than they are during other times of the year.
 
8
 
Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the six months ended June 30, 2008 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

This disclosure is not required for a smaller reporting company.

Item 4 T. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

As of June 30, 2008, 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 at a reasonable assurance level to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.

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

During the quarter ended June 30, 2008, there was no change in the issuer’s internal control over financial reporting 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.
 
9

PART II – OTHER INFORMATION

Item 1. Legal Proceedings
 
From time to time we may be a party to legal proceedings occurring in the ordinary course of business. We are not currently involved in any legal proceedings.

Item 1A. Risk Factors

This disclosure is not required for a small reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.
 
10

Item 6. Exhibits

(a) Exhibits

 
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.

 
31.1
Certification dated August 13, 2008 pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a) 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 August 13, 2008 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.
 
11
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Brooklyn Cheesecake & Desserts Company, Inc.

By: 
/s/Anthony J. Merante
    
President, Chief Executive Officer and Chief Financial Officer
Date: August 13, 2008                    
(principal financial officer and principal accounting officer)
  
 
12