UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 1, 2005
Brooklyn Cheesecake & Desserts Company, Inc.
(Exact name of Company as specified in its charter)
New York 1-13984 13-382215
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(State or Other Jurisdiction) (Commission File Number) (I.R.S. Employer
of Incorporation) Identification)
20 Passaic Avenue, Fairfield, NJ 07004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 808-9292
N/A
(Former name or former address, if changed since last report)
|_| Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 40.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Effective March 1, 2005, the Company entered into an agreement for the
development and launching of a commercial grade E-commerce website by BurBro
Capital Inc. for the sale of the Company's cheesecakes and bake goods over the
Internet. Under the terms of the agreement, the principals of BurBro and
developers employed by BurBro who participate in the website design and
development will receive an aggregate of 2,500,000 shares of restricted common
stock of the Company; 1,050,000 shares will be issued upon commencement of the
work as set forth in the agreement with the balance of 1,450,000 shares to be
issued upon completion and launching of the site for commercial activity. The
shares of common stock when issued will be subject to a voting rights agreement
whereby the holders of the shares will provide the Company's chairman a proxy to
vote the shares. The shares will be issued in accord with the exemption provided
by Section 4(2) of the Securities Act of 1933, as amended or Regulation D
promulgated there under.
Item 3.02 Unregistered Sale of Equity Securities
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.01 Website Development and Service Agreement between the Company and Burbro
Capital, Inc. dated as of March 1, 2005.
99.1 Press release issued March 7, 2005.
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 hereunto duly authorized.
Dated: March 7, 2005
Brooklyn Cheesecake & Deserts Company, Inc.
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(Registrant)
/s/ Ronald Schutte
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Ronald Schutte
Chief Executive Officer and President