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, 2012

OR

 

o

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 o

 

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 o No o

 

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, 2012, 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 June 30, 2012 (unaudited) and December 31, 2011	1
		Statements of Operations for the six and three months ended June 30, 2012 and 2011 (unaudited)	2
		Statements of Cash Flows for the six months ended June 30, 2012 and 2011 (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

 

		June 30, 2012				December 31, 2011
			(Unaudited)				(1)
ASSETS
Current assets:
Cash		$	1,077			$	20
Accounts receivable			28,266				21,906
Total current assets			29,343				21,926
Other assets:
Trademark, net of amortization			28,125				31,125
Total other assets			28,125				31,125
Total assets		$	57,468			$	53,051
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
Current liabilities:
Accounts payable		$	15,351			$	15,760
Accrued expense			11,752				13,103
Advances payable – stockholder			57,629				38,922
Total current liabilities			84,732				67,785
Stockholders’ (deficit):
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			(13,641,418)				(13,628,888)
Total stockholders’ (deficit)			(27,264)				(14,734)
Total liabilities and stockholders’ (deficit)		$	57,468			$	53,051

(1) Derived from Audited Financial Statements.

 

See notes to unaudited financial statements.

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

  

		Six Months								Three Months
		Ended June 30								Ended June 30
			2012				2011				2012				2011
Licensing fees		$	6,360			$	5,000			$	3,000			$	2,000
Selling, general and administrative expenses			18,890				16,174				9,821				8,602
Net loss		$	(12,530	)		$	(11,174	)		$	(6,821	)		$	(6,602	)
Earnings per common share:
Basic and diluted:		$	(.01	)		$	(.08	)		$	(.01	)		$	(.01	)
Weighted average number of common shares outstanding			1,139,284				1,139,284				1,139,284				1,139,284

 

 

See notes to unaudited financial statements.

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

  

			Six Months
			Ended June 30
			2012				2011
Operating activities:
Net (loss)		$	(12,530	)		$	(11,174	)
Amortization			3,000				3,000
Increase (decrease) in operating assets and liabilities:
Accounts receivable			(6,360	)			(5,000	)
Accounts payable			(409	)			(45	)
Accrued expenses			(1,351	)			(1,944	)
Net cash used in operating activities			(17,650	)			(15,163	)
Financing activities:
Proceeds from advances payable – stockholder			18,707				16,063
Net cash provided by financing activities			18,707				16,063
Net increase in cash and cash equivalents			1,057				900
Cash and cash equivalents, beginning of period			20				125
Cash and cash equivalents, end of period		$	1,077			$	1,025
Supplemental disclosures:
Cash paid during the year for:
Taxes		$	—			$	—
Interest		$	—			$	—

 

See notes to unaudited financial statements.

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012

(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, 2011 filed with the Securities and Exchange Commission on March 30, 2012.

 

The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the results for the full fiscal year ending December 31, 2012.

 

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, 2012 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 June 30, 2012, the Company had an accumulated deficit of $13,641,418, and a working capital deficiency of $ 55,389. Additionally, for the six months ended June 30, 2012, the Company incurred a net loss from operations of $12,530 and had negative cash flows from operations in the amount of $17,650. 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 June 30, 2012.

 

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.

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012

(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 June 30, 2012, 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 advances 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 May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards” (“IFRS”). The amendments in this ASU generally represent clarification of Topic 820, but also include instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRS. The amendments are effective for interim and annual periods beginning after December 15, 2011 and are to be applied prospectively. Early application is not permitted. We do not expect the adoption of ASU 2011-04 will have a material impact on the Company’s Condensed Consolidated Financial Statements.

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012

(UNAUDITED)

 

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (amended further under ASU No. 2011-12 in December 2011). This guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. The guidance allows two presentation alternatives; present items in net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive, statements of net income and other comprehensive income. This guidance is effective as of the beginning of a fiscal year that begins after December 15, 2011. Early adoption is permitted, but full retrospective application is required under both sets of accounting standards. The Company is currently evaluating which presentation alternative it will utilize.

 

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment”, which simplifies how entities test goodwill for impairment. Previous guidance under Topic 350 required an entity to test goodwill for impairment using a two-step process on at least an annual basis. First, the fair value of a reporting unit was calculated and compared to its carrying amount, including goodwill. Second, if the fair value of a reporting unit was less than its carrying amount, the amount of impairment loss, if any, was required to be measured. Under the amendments in this update, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads the entity to determine that it is more likely than not that its fair value is less than it carrying amount. If after assessing the totality of events or circumstances, an entity determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then the two-step impairment test is unnecessary. If the entity concludes otherwise, then it is required to test goodwill for impairment under the two-step process as described in Topic 350 under paragraphs 350-20-35-4 and 350-20-35-9 under Topic 350. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company is currently evaluating whether early adoption is necessary.

 

In December 2011, the FASB issued Accounting Standards Update (ASU) No, 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements on its financial position. This includes the effect or potential effect of rights of offset associated with an entity’s recognized assets and recognized liabilities and require improved information about financial instruments and derivative instruments that are either (1) offset in accordance with Section 210-20-45 or Section 815- 10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with Section 210-20-45 or Section 915-10-45. The amendments are effective for annual reporting periods beginning on or after January 1, 2013 and retrospective disclosure is required for all comparative periods presented. No early adoption is permitted. Currently, the Company does not enter into any right of offset arrangements and expects implementation to have little or no impact.

 

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 trademark 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 $3,000 and $3,000 for the six months June 30, 2012 and 2011, respectively.

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012

(UNAUDITED)

 

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. trademark. Licensing fees were $6,360 and $5,000 for the six months ended June 30, 2012 and 2011, respectively.

 

		June 30				December 31
		2012				2011
Trademark		$	90,000			$	90,000
Less: Accumulated Amortization			(61,875	)			(58,875	)
Trademark, Net		$	28,125			$	31,125

 

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

2012				3,000
2013				6,000
2014				6,000
2015				6,000
2016				6,000
Thereafter				1,125
			$	28,125

 

5. Advances payable - stockholder:

 

During the period ended June 30, 2012, Ronald L. Schutté the former Chairman and CEO advanced $18,707 to the Company. The advances were used for operating expenses. Total advances through June 30, 2012 were $57,629. These advances bear no interest and are payable on demand.

 

6. Subsequent Events

 

For purposes of determining whether a post balance sheet event has an effect on the financial statements for the period ending June 30, 2012, subsequent events were evaluated by the company. No events or transactions require adjustment to, or disclosure in the financial statements.

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 March 30, 2012. 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.

 

Results of Operations

 

Six and Three Months Ended June 30, 2012 Compared to the Six and Three Months Ended June 30, 2011

 

Licensing fees aggregated $6,360 and $5,000 for the six months ended June 30, 2012 and 2011. The increase of $1,360 or 27% was due to an increase in sales of our trademark products. Licensing fees for the three months ended June 30, 2012 as compared to June 30, 2011 was $3,000 and $2,000 respectively. The increase of $1,000 or 50% was due to an increase in sales of our trademark products.

 

Selling, general and administrative expenses totaled $18,890 and $16,174 for the six months ended June 30, 2012 and 2011. The increase of $2,716 or 16% was the result of higher legal and public company filing fees. Selling, general and administrative expenses totaled $9,821 and $8,602 for the three months ended June 30, 2012 and 2011. The increase of $1,219 or 14% was the result of higher legal and public company filing fees

 

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, 2012, we had negative working capital of $55,389 as compared to negative working capital of $45,859 at December 31, 2011.

 

Net Cash Used in Operating Activities during the six months ended June 30, 2012 of $17,650 was due to our net loss of $12,530 and amortization expense of $3,000. This was offset by an increase in accounts receivable of $6,360, a decrease in accounts payable of $409, and a decrease in accrued expenses of $1,351.

 

Net Cash Provided by Financing Activities during the three and six months ended June 30, 2012 of $18,707 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”).

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 six ended June 30, 2012 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 June 30, 2012, 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, 2012, 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.

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.

Item 6. Exhibits

 

(a) Exhibits

 

 

31.1

Certification dated August 13, 2012 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 August 13, 2012 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.

 

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: August 13, 2012 

 

13