bcke_ex994.htm

Introduction to Unaudited Pro Forma Combined Financial Information

The following unaudited pro forma combined financial information is presented to estimate effects of our purchase of the LLC’s owned by Here to Serve Holding Corp.

On October 17, 2014 Brooklyn Cheesecake & Desserts Company, Inc. (the “Company”) entered into a membership interest purchase agreement with Here to Serve Holding Corp. (“HTSHC”) a Delaware Corporation and the shareholders of HTSHC, whereby the Company agreed to issue 9,054,134 shares of the Company for the interest in the following LLC’s: Here to Serve – Missouri Waste Division, LLC, Here to Serve Technology Division, LLC and Here to Serve – Georgia Waste Division (“LLC’s”). At closing, the Company issued 9,054,134 shares of the Company’s common stock to the HTSHC shareholders who obtained 89% voting control and management control of the Company. The financial statements of the Company and the consolidated financial statements of the LLC’s after the acquisition will include the balance sheets at historical cost, the historical results of the Company and the LLC’s and the results of the Company from the acquisition date.

Upon closing of the transaction, the Company’s officers and directors resigned and a new board of directors and new officer were appointed which consist of Jeff S. Cosman and Rachel M. Cosman. Following the closing, Mr. Cosman was also appointed as Chief Executive Officer and Chairman of the board of the Company and Mrs. Cosman was appointed as Secretary of the Company.

The unaudited pro forma combined financial information assumes the Membership Interest Purchase Agreement was consummated as of January 1, 2013. The financial statements of the Company included in the following unaudited pro forma combined financial information are derived from the audited financial statements of the Company for the year ending December 31, 2013 and the unaudited financial statements of the LLC’s for the same period. The pro forma combined financial information for the nine months ending September 30, 2014 are derived from unaudited financial statements of the Company and the LLC's for the nine months ending September 30, 2014.

The information presented in the unaudited pro forma combined financial information does not purport to represent what our financial position would have been had the membership interest purchase agreement occurred as of the dates indicated, nor is it indicative of our financial position for any period. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been consolidated or the future results that the consolidated company will experience after the Membership Interest Purchase Agreement Transaction.

The pro forma adjustments are based upon available information and certain assumptions that the Company believes is reasonable under the circumstances. The unaudited pro forma combined financial information should be read in conjunction with the historical financial statements and related notes of the Company.

Brooklyn Cheesecake & Desserts Company, Inc.

Unaudited Pro Forma Adjustments to Combined Financial Statements

31-Dec-13

(a) to record impact of merger with Meridian Waste Services, LLC

	Debit		Credit

Employee advance	$	-	$	2,000
Property & equipment, net				4,810,603
Property & equipment, net		7,420,348
Intangible assets, net		14,233,065
Deposits				38,300
Notes payable related party				1,475,000
Other current liabilities		25,000
Other current liabilities				70,325
Current portion - long term debt		1,211,299
Current portion - long term debt				1,225,000
Notes payable		1,225,000
Notes payable		1,991,508
Notes payable				9,500,000
Series B convertible preferred stock				71
Common stock				13,192
Additional paid in capital		1,539,737
Additional paid in capital				9,086,487
Cost of sales/services - depreciation				1,411,438
Depreciation & amortization				13,541
Depreciation & amortization		2,801,490
Depreciation & amortization		16,871
Depreciation & amortization		30,000
Intangible assets, net				2,848,361
Depreciation & amortization		12,476
Cost of sales/services - depreciation		1,300,408
Property & equipment, net				1,312,884

	$	31,807,202	$	31,807,202


(b) to record impact of merger with Brooklyn Cheescake & Desserts Company, Inc.

Cash	$	-	$	1,078
Accounts receivable, related party				47,725
Intangible assets, net				19,125
Accounts payable & accrued expenses		24,340
Notes payable - related party		94,744
Accumulated earnings (deficit)				40,873
Licensing fee - related party		13,375
Sales, general & administrative expense				23,658
Treasury stock		300,000
Cash				150,000
Notes payable - related party				150,000

	$	432,459	$	432,459

									Pro Forma Adjustments
	HTSHC			MWD		BCKE			Debit		Credit		Pro Forma
Current Assets:
Cash	$	9,760		$	1,461,372	$	1,078		$	-	$	151,078	$	1,321,132
Accounts receivable, trade					440,569									440,569
Accounts receivable, related party					125,000		47,725					47,725		125,000
Employee advance					2,000							2,000		-
Prepaid expenses					189,521									189,521
Total current assets		9,760			2,218,462		48,803			-		200,803		2,076,222

Other Assets:
Property & equipment, net		957			4,810,603					7,420,348		6,123,487		6,108,421
Capitalized software		298,287												298,287
Intangible assets, net							19,125			14,233,065		2,867,486		11,384,704
Deposits		38,300			8,303							38,300		8,303

Total assets	$	347,304		$	7,037,368	$	67,928		$	21,653,413	$	9,230,076	$	19,875,937


Current Liabilities:
Accounts payable & accrued expenses	$	204,749		$	334,359	$	24,340		$	24,340	$	-	$	539,108
Notes payable - related party		569,262			25,000		94,744			94,744		1,625,000		2,219,262
Convertible notes payable		489,074												489,074
Deferred revenue					1,910,465									1,910,465
Deferred compensation		243,000												243,000
Other current liabilities					25,000					25,000		70,325		70,325
Current portion - long term debt					1,211,299					1,211,299		1,225,000		1,225,000
Total current liabilities		1,506,085			3,506,123		119,084			1,355,383		2,920,325		6,696,234

Long-Term Liabilities:
Notes payable					1,991,508					3,216,508		9,500,000		8,275,000

Total liabilities	$	1,506,085		$	5,497,631	$	119,084		$	4,571,891	$	12,420,325	$	14,971,234

Stockholders' Equity (Deficit):
Series A convertible preferred stock
($.001 parvalue; 2,000,000 shares authorized;
2,000,000 shares issued & outstanding)	$	2,000		$	-	$	-		$	-	$	-	$	2,000
Series B convertible preferred stock
($.001 parvalue; 71,210 shares authorized;
71,208 shares issued & outstanding)												71		71
Common stock
($.001 parvalue; 400,000,000 shares authorized;
57,699,917 shares issued & outstanding)		36,457					28,482					13,192		78,131
Treasury stock										300,000				(300,000	)
Additional paid in capital		4,217,282			1,539,737		13,585,672			1,539,737		9,086,487		26,889,441
Accumulated earnings (deficit)		(5,414,520	)				(13,665,310	)		4,174,620		1,489,510		(21,764,940	)
Total shareholders' equity (deficit)		(1,158,781	)		1,539,737		(51,156	)		6,014,357		10,589,260		4,904,703

Total Liabilities & Stockholders Equity (Deficit)	$	347,304		$	7,037,368	$	67,928		$	10,586,248	$	23,009,585	$	19,875,937

										Pro Forma Adjustments
	HTSHC			MWD			BCKE			Debit		Credit		Pro Forma

Revenue:
Sales	$	406		$	-		$	-		$	-	$	-	$	406
Services					11,349,872										11,349,872
Licensing fee - related party								13,375			13,375				-
Total revenue		406			11,349,872			13,375			13,375		-		11,350,278

Cost of Sales/Services															-
Cost of Sales/Services					6,968,849										6,968,849
Depreciation					1,411,438						1,300,408		1,411,438		1,300,408
Total cost of sales/services		-			8,380,287			-			1,300,408		1,411,438		8,269,257

Gross profit		406			2,969,585			13,375			1,313,783		1,411,438		3,081,021

Operating expenses:
Sales, general & adminstrative expense		1,554,647			1,573,484			23,658					23,658		3,128,131
Depreciation & amortization		136			13,541						2,860,837		13,541		2,860,973
Total operating expenses		1,554,783			1,587,025			23,658			2,860,837		37,199		5,989,104

Income (Loss) from Operations		(1,554,377	)		1,382,560			(10,283	)		4,174,620		1,448,637		(2,908,083	)

Other Income (Expense):
Miscellaneous income					6,995										6,995
Gain (loss) on disposal of assets		-			(6,250	)									(6,250	)
Gain (loss) on note conversion		(23,913	)												(23,913	)
Interest (expense)		(59,831	)		(146,659	)									(206,490	)
Total other income (expense)		(83,744	)		(145,914	)		-			-		-		(229,658	)

Net Income (Loss)	$	(1,638,121	)	$	1,236,646		$	(10,283	)	$	4,174,620	$	1,448,637	$	(3,137,741	)

depreciation:
actual, 2 months ending 06/30/2014	218,814
12 months		1,312,884
admin			12,476
cos			1,300,408

amortization:
customer list - 5 years	14,007,452	2,801,490
finance charges - 3 years	50,613	16,871
non-compete - 5 years	150,000	30,000	2,848,361

		4,161,245

Brooklyn Cheesecake & Desserts Company, Inc.

Unaudited Pro Forma Adjustments to Combined Financial Statements

9/30/2014

(a) to record impact of merger with Meridian Waste Services, LLC

	Debit		Credit

Depreciation & amortization	$	-	$	17,028
Cost of sales/services - depreciation			$	486,972
Depreciation & amortization		1,400,745
Depreciation & amortization		8,436
Depreciation & amortization		15,000
Intangible assets, net				1,424,181
Depreciation & amortization		21,390
Cost of sales/services - depreciation		635,052
Property & equipment, net				152,442

	$	2,080,623	$	2,080,623


(b) to record impact of merger with Brooklyn Cheescake & Desserts Company, Inc.

Cash	$	-	$	1,078
Accounts receivable, related party				54,403
Intangible assets, net				16,125
Accounts payable & accrued expenses		21,464
Notes payable - related party		105,105
Accumulated earnings (deficit)				51,156
Licensing fee - related party		6,678
Sales, general & administrative expense				10,485

	$	133,247	$	133,247

									Pro Forma Adjustments
	HTSHC			MWD		BCKE			Debit		Credit		Pro Forma
Current Assets:
Cash	$	384,166				$	1,078		$	-	$	1,078	$	384,166
Accounts receivable, trade		689,716												689,716
Accounts receivable, related party							54,403					54,403		-
Employee advance		580												580
Prepaid expenses		198,715												198,715
Total current assets		1,273,177			-		55,481			-		55,481		1,273,177

Other Assets:
Property & equipment, net		7,583,214										152,442		7,430,772
Capitalized software		388,681												388,681
Intangible assets, net		13,021,247					16,125					1,440,306		11,597,066
Deposits		8,303												8,303

Total assets	$	22,274,622		$	-	$	71,606		$	-	$	1,648,229	$	20,697,999


Current Liabilities:
Accounts payable & accrued expenses	$	612,685		$	-	$	21,464		$	21,464	$	-	$	612,685
Notes payable - related party		276,250					105,105			105,105				276,250
Convertible notes payable		568,146												568,146
Deferred revenue		1,993,062												1,993,062
Other current liabilities		1,639,555												1,639,555
Current portion - long term debt		1,195,333												1,195,333
Total current liabilities		6,285,031			-		126,569			126,569		-		6,285,031

Long-Term Liabilities:
Notes payable		9,352,211												9,352,211

Total liabilities	$	15,637,242		$	-	$	126,569		$	126,569	$	-	$	15,637,242

Stockholders' Equity (Deficit):
Series A convertible preferred stock
($.001 parvalue; 2,000,000 shares authorized;
2,000,000 shares issued & outstanding)	$	2,000		$	-	$	-		$	-	$	-	$	2,000
Series B convertible preferred stock
($.001 parvalue; 71,210 shares authorized;
71,210 shares issued & outstanding)		71												71
Common stock
($.001 parvalue; 400,000,000 shares authorized;
57,699,917 shares issued & outstanding)		57,700					28,482							86,182
Additional paid in capital		14,209,518					13,585,672							27,795,190
Accumulated earnings (deficit)		(7,631,909	)				(13,669,117	)		2,087,301		565,641		(22,822,686	)
Total shareholders' equity (deficit)		6,637,380			-		(54,963	)		2,087,301		565,641		5,060,757

Total Liabilities & Stockholders Equity (Deficit)	$	22,274,622		$	-	$	71,606		$	2,213,870	$	565,641	$	20,697,999

										Pro Forma Adjustments
	HTSHC			MWD			BCKE			Debit		Credit		Pro Forma

Revenue:
Sales	$	1,784										$	-	$	1,784
Services		4,827,855			4,251,674										9,079,529
Licensing fee - related party								6,678			6,678				-
Total revenue		4,829,639			4,251,674			6,678			6,678		-		9,081,313

Cost of Sales/Services
Cost of Sales/Services		3,153,111			2,524,064										5,677,175
Depreciation		561,259			486,972						635,052		486,972		1,196,311
Total cost of sales/services		3,714,370			3,011,036			-			635,052		486,972		6,873,486

Gross profit		1,115,269			1,240,638			6,678			641,730		486,972		2,207,827

Operating expenses:
Sales, general & adminstrative expense		1,581,570			690,383			10,485					10,485		2,271,953
Depreciation & amortization		1,205,982			17,028						1,445,571		17,028		2,651,553
Total operating expenses		2,787,552			707,411			10,485			1,445,571		27,513		4,923,506

Income (Loss) from Operations		(1,672,283	)		533,227			(3,807	)		2,087,301		514,485		(2,715,679	)

Other Income (Expense):
Interest expense		(182,420	)		(183,205	)									(365,625	)
Total other income (expense)		(182,420	)		(183,205	)		-			-		-		(365,625	)

Net Income (Loss)	$	(1,854,703	)	$	350,022		$	(3,807	)	$	2,087,301	$	514,485	$	(3,081,304	)

depreciation:
actual, 2 months ending 06/30/2014	218,814
6 months		656,442
admin			21390
cos			635,052

amortization:
customer list - 5 years	14,007,452	1,400,745		466915.1
finance charges - 3 years	50,613	8,436		2811.833
non-compete - 5 years	150,000	15,000		5000

		2,080,623		474726.9