10-Q

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 September 30, 2011

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  to 

Commission File Number 1-13984

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

 (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)

2070 Central Park Avenue 2nd Fl. Yonkers, NY 10710

(Address of principal executive offices)

(914) 361-1420

(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  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

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 ¨ Accelerated filer ¨ Non-accelerated filer (do not check if a smaller reporting company) ¨ 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 ¨  No x

As of October 26, 2011, there were 1,139,284 shares of the registrant’s common stock, par value $0.025 per share, outstanding.

INDEX

PART I. FINANCIAL INFORMATION
Item 1.  Financial statements:
Balance Sheets as of September 30, 2011(unaudited) and December 31, 2010	1
Statements of Operations for the nine and three months ended September 30, 2011 and 2010 (unaudited)	2
Statements of Cash Flows for the nine months ended September 30, 2011 and 2010 (unaudited)	3
Notes to Financial Statements  (unaudited)	4
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.  Quantitative and Qualitative Disclosures about Market Risk	10
Item 4  Controls and Procedures	10
PART II. OTHER INFORMATION
Item 1.  Legal Proceedings	11
Item 1A. Risk Factors	11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3. Defaults Upon Senior Securities	11
Item 4. [Removed and Reserved]	11
Item 5. Other Information	11
Item 6. Exhibits	12
SIGNATURES	13
CERTIFICATIONS

PART I. FINANCIAL INFORMATION

Item 1. Financial statements

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

BALANCE SHEETS

	September 30, 2011 (Unaudited)			December 31, 2010 (1)
ASSETS
Current assets:
Cash	$	1,025		$	125
Accounts receivable		16,906			9,906
Total current assets		17,931			10,031
Other assets:
Trademark, net of amortization		32,625			37,125
Total other assets		32,625			37,125
Total assets	$	50,556		$	47,156
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable	$	18,596		$	15,360
Accrued expense		10,000			9,169
Advances payable – stockholder		31,826			15,763
Total current liabilities		60,422			40,292
Stockholders' (deficit) equity:
Preferred stock $.001 par value, authorized 5,000,000 shares, none issued		-			-
Common stock, $.025 par value, authorized 75,000,000 shares, issued and outstanding 1,139,284 shares		28,482			28,482
Additional paid in capital		13,585,672			13,585,672
Accumulated deficit		(13,624,020	)		(13,607,290	)
Total stockholders’ (deficit) equity		(9,866	)		6,864
Total liabilities and stockholders’ (deficit) equity	$	50,556		$	47,156

(1) Derived from Audited Financial Statements.

See notes to unaudited financial statements.

1

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Nine Months						Three Months
	Ended September 30						Ended September 30
	2011			2010			2011			2010
Licensing fees	$	7,000		$	7,000		$	2,000		$	2,000
Selling, general and administrative expenses		23,730			13,877			7,556			7,578
Interest expense		-			34,346			-			-
		23,730			48,223			7,556			7,578
Net loss	$	(16,730	)	$	(41,223	)	$	(5,556	)	$	( 5,578	)
Earnings per common share:
Basic and diluted:	$	( .01	)	$	(.07	)	$	(.01	)	$	(.01	)
Weighted average number of common shares outstanding :
Basic and diluted:		1,139,284			560,064			1,139,284			1,139,284

See notes to unaudited financial statements.

2

 

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months
	Ended September 30
	2011			2010
Operating activities:
Net (loss)	$	(16,730	)	$	( 41,223	)
Amortization		4,500			4,500
Increase (decrease) in operating assets and liabilities:
Accounts receivable		(7,000	)		(4,500	)
Accounts payable		3,236			(33,503	)
Accrued expenses		831			30,885
Net cash used in operating activities		(15,163	)		(43,841	)
Financing activities:
Proceeds from  advances payable – stockholder		16,063			8,304
Proceeds from cash advances, officer		-			35,582
Net cash provided by financing activities		16,063			43,886
Net increase in cash and cash equivalents		900			45
Cash and cash equivalents, beginning of period		125			155
Cash and cash equivalents, end of period	$	1,025		$	200
Supplemental disclosures:
Cash paid during the year for:
Taxes:	$	-		$	-
Interest:	$	-		$	-
Non cash financing activities:
Shares issued in exchange for debt	$	-		$	791,768
Shares issued in exchange for officer advances	$	-		$	119,482
Accrued interest contributed to capital	$	-		$	431,659

See notes to unaudited financial statements.

3

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

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-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on February 28, 2011.

The results of operations for the three and nine months ended September 30, 2011 are not necessarily indicative of the results for the full fiscal year ending December 31, 2011.

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 September 30, 2011 upon adoption.

2. 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.

The accompanying financial statements are prepared assuming the Company will continue as a going concern. At September 30, 2011, the Company had an accumulated deficit of $13,624,020, and a working capital deficiency of $42,491. Additionally, for the nine months ended September 30, 2011, the Company incurred a net loss from operations of $16,730 and had negative cash flows from operations in the amount of $15,163. The ability of the Company to continue as a going concern is dependent upon increasing licensing fees and obtaining additional capital and financing. While the Company believes in the viability of its strategy to increase licensing fees and in its ability to raise additional funds, there can be no assurances to that effect.

3. 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. Management considers the need for an allowance for doubtful accounts related to its accounts receivable that are deemed to have potential collectability issues. Management reviews its accounts receivable on a quarterly basis. The Company includes any receivables balances determined to be uncollectible along with a general reserve for doubtful accounts. No allowance was considered necessary at September 30, 2011.

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.

4

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

3. Summary of significant accounting policies (continued):

Net (Loss) Income per Share:

The Company computes basic net (loss) income per share based on the weighted average common shares outstanding during the same period. Diluted net (loss) income per share 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 September 30, 2011, 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 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:

Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax asset and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than changes in the tax law or rates. A valuation allowance is recorded when it is deemed more likely than not that a deferred tax asset will not be realized.

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.

Fair Value of Financial Instruments:

The Company’s financial instruments consist of, accounts receivable, accounts payable, accrued expenses, and notes payable. The carrying amounts of the financial instruments reported in the balance sheet approximate fair value based on the short-term maturities of these instruments.

Recent accounting pronouncements:

In July 2010, the FASB issued ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. ASU 2010-20 requires additional disclosures about the credit quality of a company’s loans and the allowance for loan losses held against those loans. Company will need to disaggregate new and existing disclosures based on how it develops its allowance for loan losses and how it manages credit exposures. Additional disclosure is also required about the credit quality indicators of loans by class at the end of the reporting period, the aging of the past due loans, information about troubled debt restructurings, and significant purchases and sales of loans during the reporting period by class. The new guidance is effective for interim and annual periods beginning after December 15, 2010. The Company anticipates that adoption of these additional disclosures will not have a material effect on its financial position of results of operations.

In September 2011, the FASB amended its guidance regarding the disclosure requirements for employers participating in multiemployer pension and other postretirement benefit plans (multiemployer plans) to improve transparency and increase awareness of the commitments and risks involved with participation in multiemployer plans. The new accounting guidance requires employers participating in multiemployer plans to provide additional quantitative and qualitative disclosures to provide users with more detailed information regarding an employer’s involvement in multiemployer plans. The provisions of this new guidance are effective for annual periods beginning with the fiscal years ending after December 15, 2011 with early adoption permitted. The company anticipates that adoption of these additional disclosures will not have a material effect on our financial statements.

5

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

3. Summary of significant accounting policies (continued):

In September 2011, the FASB issued ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350)-Testing Goodwill for Impairment. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2011. The company does not anticipate the provisions of ASU 2011-08 will have a material effect on our financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

4. Trademark and licensing agreements:

On March 7, 2002, the Company purchased the rights to the trademarks 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 trademark rights are being amortized on the straight-line basis over a fifteen-year term. Amortization expense was $4,500 and $4,500 for the nine months September 30, 2011 and 2010, respectively.

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 $2,000 and $2,000 for the three months ended September 30, 2011 and 2010, respectively.

	September 30			December 31
	2011			2010
Trademark	$	90,000		$	90,000
Less: Accumulated Amortization		(57,375	)		(52,875	)
Trademark, Net	$	32,625		$	37,125

The following is a schedule of future amortization of the trademark:

2011		6,000
2012		6,000
2013		6,000
2014		6,000
2015		6,000
Thereafter		2, 625
	$	32,625

5. Advances payable - stockholder:

During the period ended September 30, 2011, Ronald L. Schutté the former Chairman and CEO advanced $16,063 to the Company. The advances were used for operating expenses. Total advances through September 30, 2011 total $31,826. These advances bear no interest and are payable on demand.

6

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

6. Subsequent Events

For purposes of determining whether a post balance sheet event should be evaluated, to determine whether it has an effect on the financial statements for the period ending September 30, 2011, subsequent events were evaluated by the company through the date on which the unaudited financial statements for the period ending September 30, 2011 were issued. No events or transactions require adjustment to, or disclosure in the financial statements.

7

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 10K  filed on February 28, 2011.  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.

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

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, such as joint ventures, partnerships, strategic alliances or business combinations. The Company is not currently considering any such opportunities

On October 11, 2010, one shareholder owning 6,459,513 shares of our Common Stock, or approximately 81% of the issued and outstanding shares, consented in writing to a one (1) for seven (7) reverse split of the shares of the Company’s issued and outstanding Common Stock and to an increase in the authorized shares of the Company’s capital stock.  For accounting purposes the effect of the reverse split and increase in authorized have been retroactively reflected in the financial statements included in this report.

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.  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.

8

Results of Operations

 Nine and Three Months Ended September 30, 2011 Compared to the Nine and Three Months Ended September 30, 2010

Licensing fees aggregated $7,000 and $7,000 for the nine months ended September 30, 2011 and 2010. There was no change. Licensing fees for the three months ended September 30, 2011 as compared to September 30, 2010 was $2,000 and $2,000 respectively. There was no change.

Selling, general and administrative expenses totaled $23,730 and $13,877 for the nine months ended September 30, 2011 and 2010.  The increase of $9,853 or 71% was the result of higher professional fees. Selling, general and administrative expenses for the three months ended September 30, 2011 decreased to $7,556 from $7,578 for the three months ended September 30, 2010.  This is a decrease of $22 or 3%.  This is a result of lower legal fees during the quarter.

Interest expense was $0 and $34,346 for the nine months ended September 30, 2011 and 2010.   Interest expense for the three months ended September 30, 2011 and 2010 was $0 and $0. The decrease was a result of the debt conversion of the former Chairman and Chief Executive Officer. Prior to conversion, interest accrued on the outstanding principal balance at a rate of 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 September 30, 2011, we had negative working capital of $42,491 as compared to negative working capital of $30,261 at December 31, 2010.

Net Cash Used in Operating Activities during the nine months ended September 30, 2011 of $15,163 was due to our net loss of $16,730 and amortization expense of $4,500.  This was offset by an increase in accounts receivable of $7,000, an increase in accounts payable of $3,236, and an increase in accrued expenses of $831.

Net Cash Provided by Financing Activities during the nine months ended September 30, 2011 of $16,063 was due to cash advances from a stockholder , our former CEO.

Effective April 29, 2010, we entered into a Debt Conversion Agreement with each of Mr. Ronald L.

Schutte, our former Chairman and Chief Executive Officer, and Mr. Anthony J. Merante our current Chairman and Chief Executive Officer pursuant to which we eliminated approximately $934,482 of our  indebtedness in exchange for the forgiveness of $23,232 owed to us and the issuance of an aggregate of 7,290,000 shares of our common stock.  These transactions helped reduce our negative working capital which we hope will increase our ability to raise the capital needed to fully implement our business plan.

Pursuant to the Debt Conversion Agreement that we entered into with Mr. Schutte: (i) we forgave accounts receivable for licensing fees due from the baking company owned by Mr. Schutte of $23,232 in exchange for a $23,232 reduction of the principal balance of the note payable to Mr. Schutte in the original principal amount of $815,000, (ii) Mr. Schutte forgave and agreed to permanently forbear on collection of the accrued but unpaid interest of $431,659 on his note payable which was recorded as a contribution to capital, and (iii) we converted the remaining principal balance of $791,768 of Mr. Schutte’s promissory note by issuing 6,334,144 shares of common stock to Mr. Schutte (the “Schutte Conversion Shares”).

Pursuant to the Debt Conversion Agreement that we entered into with Mr. Merante, we converted the outstanding principal balance of his indebtedness of $119,482 by issuing 955,856 shares of common stock to Mr. Merante (the “Merante Conversion Shares” and, collectively with the Schutte Conversion Shares, the “Conversion Shares”).

9

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.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the three and nine months ended  September 30, 2011 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  Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

             As of  September 30, 2011, 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 September 30, 2011, 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.

10

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 smaller reporting company.

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

None

Item 3. Defaults Upon Senior Securities

None

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

11

Item 6. Exhibits

  (a) Exhibits

31.1 Certification dated November 14, 2011 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, Chairman, President, Chief Executive Officer, and Chief Financial Officer.

32.1 Certification dated  November 14, 2011 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, Chairman, President, Chief Executive Officer, and Chief Financial Officer.

12

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
Chairman, President, Chief Executive Officer and Chief Financial Officer
(principal financial officer and principal accounting officer)

Date: November 14, 2011

13

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Anthony J. Merante, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Brooklyn Cheesecake & Desserts Company, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this  report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2011

/s/ Anthony J. Merante

Anthony J. Merante

Chairman, President, Chief Executive Officer, and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Brooklyn Cheesecake & Desserts Company, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony J. Merante, President, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2011

/s/ Anthony J. Merante

Anthony J. Merante

Chairman, President, Chief Executive Officer and Chief Financial

Officer

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BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2011	Dec. 31, 2010
Preferred stock, par value	$ 0.001	$ 0.001	[1]
Preferred stock, authorized	5,000,000	5,000,000	[1]
Preferred stock, issued	0	0	[1]
Common stock, par value	$ 0.025	$ 0.025	[1]
Common stock, authorized	75,000,000	75,000,000	[1]
Common stock, issued	1,139,284	1,139,284	[1]
Common stock, outstanding	1,139,284	1,139,284	[1]

[1] Derived from Audited Financial Statements.

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STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Licensing fees	$ 2,000	$ 2,000	$ 7,000	$ 7,000
Selling, general and administrative expenses	7,556	7,578	23,730	13,877
Interest expense				34,346
Costs and Expenses, Total	7,556	7,578	23,730	48,223
Net loss	$ (5,556)	$ (5,578)	$ (16,730)	$ (41,223)
Earnings per common share:
Basic and diluted:	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.07)
Weighted average number of common shares outstanding :
Basic and diluted:	1,139,284	1,139,284	1,139,284	560,064

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Document and Entity Information	9 Months Ended
	Sep. 30, 2011	Oct. 26, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Trading Symbol	BCKE
Entity Registrant Name	BROOKLYN CHEESECAKE & DESERT COM
Entity Central Index Key	0000949721
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,139,284

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Summary of significant accounting policies:

9 Months Ended

Sep. 30, 2011

Summary of significant accounting policies:

3. 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. Management considers the need for an allowance for doubtful accounts related to its accounts receivable that are deemed to have potential collectability issues. Management reviews its accounts receivable on a quarterly basis. The Company includes any receivables balances determined to be uncollectible along with a general reserve for doubtful accounts. No allowance was considered necessary at September 30, 2011.

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 basic net (loss) income per share based on the weighted average common shares outstanding during the same period. Diluted net (loss) income per share 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 September 30, 2011, 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 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:

Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax asset and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than changes in the tax law or rates. A valuation allowance is recorded when it is deemed more likely than not that a deferred tax asset will not be realized.

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.

Fair Value of Financial Instruments:

The Company’s financial instruments consist of, accounts receivable, accounts payable, accrued expenses, and notes payable. The carrying amounts of the financial instruments reported in the balance sheet approximate fair value based on the short-term maturities of these instruments.

Recent accounting pronouncements:

In July 2010, the FASB issued ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. ASU 2010-20 requires additional disclosures about the credit quality of a company’s loans and the allowance for loan losses held against those loans. Company will need to disaggregate new and existing disclosures based on how it develops its allowance for loan losses and how it manages credit exposures. Additional disclosure is also required about the credit quality indicators of loans by class at the end of the reporting period, the aging of the past due loans, information about troubled debt restructurings, and significant purchases and sales of loans during the reporting period by class. The new guidance is effective for interim and annual periods beginning after December 15, 2010. The Company anticipates that adoption of these additional disclosures will not have a material effect on its financial position of results of operations.

In September 2011, the FASB amended its guidance regarding the disclosure requirements for employers participating in multiemployer pension and other postretirement benefit plans (multiemployer plans) to improve transparency and increase awareness of the commitments and risks involved with participation in multiemployer plans. The new accounting guidance requires employers participating in multiemployer plans to provide additional quantitative and qualitative disclosures to provide users with more detailed information regarding an employer’s involvement in multiemployer plans. The provisions of this new guidance are effective for annual periods beginning with the fiscal years ending after December 15, 2011 with early adoption permitted. The company anticipates that adoption of these additional disclosures will not have a material effect on our financial statements.

In September 2011, the FASB issued ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350)-Testing Goodwill for Impairment. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2011. The company does not anticipate the provisions of ASU 2011-08 will have a material effect on our financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

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Basis of presentation

9 Months Ended

Sep. 30, 2011

Basis of presentation

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-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on February 28, 2011.

The results of operations for the three and nine months ended September 30, 2011 are not necessarily indicative of the results for the full fiscal year ending December 31, 2011.

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 September 30, 2011 upon adoption.

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Trademark and licensing agreements

9 Months Ended

Sep. 30, 2011

Trademark and licensing agreements

4. Trademark and licensing agreements:

On March 7, 2002, the Company purchased the rights to the trademarks 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 trademark rights are being amortized on the straight-line basis over a fifteen-year term. Amortization expense was $4,500 and $4,500 for the nine months September 30, 2011 and 2010, respectively.

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 $2,000 and $2,000 for the three months ended September 30, 2011 and 2010, respectively.

	September 30			December 31
	2011			2010
Trademark	$	90,000		$	90,000
Less: Accumulated Amortization		(57,375	)		(52,875	)
Trademark, Net	$	32,625		$	37,125

The following is a schedule of future amortization of the trademark:

2011		6,000
2012		6,000
2013		6,000
2014		6,000
2015		6,000
Thereafter		2, 625
	$	32,625

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Advances payable - stockholder

9 Months Ended

Sep. 30, 2011

Advances payable - stockholder

5. Advances payable - stockholder:

During the period ended September 30, 2011, Ronald L. Schutté the former Chairman and CEO advanced $16,063 to the Company. The advances were used for operating expenses. Total advances through September 30, 2011 total $31,826. These advances bear no interest and are payable on demand.

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Subsequent Events

9 Months Ended

Sep. 30, 2011

Subsequent Events

6. Subsequent Events

For purposes of determining whether a post balance sheet event should be evaluated, to determine whether it has an effect on the financial statements for the period ending September 30, 2011, subsequent events were evaluated by the company through the date on which the unaudited financial statements for the period ending September 30, 2011 were issued. No events or transactions require adjustment to, or disclosure in the financial statements.

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STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
	Sep. 30, 2011		Sep. 30, 2010
Operating activities:
Net (loss)	$ (16,730)		$ (41,223)
Amortization	4,500		4,500
Increase (decrease) in operating assets and liabilities:
Accounts receivable	(7,000)		(4,500)
Accounts payable	3,236		(33,503)
Accrued expenses	831		30,885
Net cash used in operating activities	(15,163)		(43,841)
Financing activities:
Net cash provided by financing activities	16,063		43,886
Net increase in cash and cash equivalents	900		45
Cash and cash equivalents, beginning of period	125	[1]	155
Cash and cash equivalents, end of period	1,025		200
Cash paid during the year for:
Taxes:
Interest:
Non cash financing activities:
Accrued interest contributed to capital			431,659
Stockholders
Financing activities:
Proceeds From Related Party Debt	16,063		8,304
Officer
Financing activities:
Proceeds From Related Party Debt			35,582
Debt
Non cash financing activities:
Shares issued in exchange for debt			791,768
Officer Advances
Non cash financing activities:
Shares issued in exchange for debt			$ 119,482

[1] Derived from Audited Financial Statements.

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Description of business and going concern

9 Months Ended

Sep. 30, 2011

Description of business and going concern

2. 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.

The accompanying financial statements are prepared assuming the Company will continue as a going concern. At September 30, 2011, the Company had an accumulated deficit of $13,624,020, and a working capital deficiency of $42,491. Additionally, for the nine months ended September 30, 2011, the Company incurred a net loss from operations of $16,730 and had negative cash flows from operations in the amount of $15,163. The ability of the Company to continue as a going concern is dependent upon increasing licensing fees and obtaining additional capital and financing. While the Company believes in the viability of its strategy to increase licensing fees and in its ability to raise additional funds, there can be no assurances to that effect.

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BALANCE SHEETS (USD $)	Sep. 30, 2011	Dec. 31, 2010
Current assets:
Cash	$ 1,025	$ 125	[1]
Accounts receivable	16,906	9,906	[1]
Total current assets	17,931	10,031	[1]
Other assets:
Trademark, net of amortization	32,625	37,125	[1]
Total other assets	32,625	37,125	[1]
Total assets	50,556	47,156	[1]
Current liabilities:
Accounts payable	18,596	15,360	[1]
Accrued expense	10,000	9,169	[1]
Advances payable - stockholder	31,826	15,763	[1]
Total current liabilities	60,422	40,292	[1]
Stockholders' (deficit) equity:
Preferred stock $.001 par value, authorized 5,000,000 shares, none issued			[1]
Common stock, $.025 par value, authorized 75,000,000 shares, issued and outstanding 1,139,284 shares	28,482	28,482	[1]
Additional paid in capital	13,585,672	13,585,672	[1]
Accumulated deficit	(13,624,020)	(13,607,290)	[1]
Total stockholders' (deficit) equity	(9,866)	6,864	[1]
Total liabilities and stockholders' (deficit) equity	$ 50,556	$ 47,156	[1]

[1] Derived from Audited Financial Statements.