-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RmRrUV5bdqmfcSMWnHvUxn0FQ4SoqVNQ3CFul8aavPMY36vbc+kgW7pEgygnfRpa U2CyHFbIBZzQmE4pnI+1XA== 0001144204-05-023711.txt : 20050804 0001144204-05-023711.hdr.sgml : 20050804 20050804123257 ACCESSION NUMBER: 0001144204-05-023711 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050731 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050804 DATE AS OF CHANGE: 20050804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brooklyn Cheesecake & Desert Com CENTRAL INDEX KEY: 0000949721 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 133832215 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13984 FILM NUMBER: 05998479 BUSINESS ADDRESS: STREET 1: 20 PASSAIC AVE CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 9738088248 MAIL ADDRESS: STREET 1: 20 PASSAIC AVE CITY: FAIRFIELD STATE: NJ ZIP: 07004 FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE BAKERIES INC DATE OF NAME CHANGE: 19970812 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAM GREENBERG JR DESSERTS & CAFES INC DATE OF NAME CHANGE: 19950918 8-K 1 v022991_8-k.txt 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) July 31, 2005 Brooklyn Cheesecake & Desserts Company, Inc. (Exact name of Company as specified in its charter) New York 1-13984 13-382215 (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction Identification) of Incorporation) 20 Passaic Avenue, Fairfield, NJ 07004 (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 July 31, 2005, the Company entered into an agreement extending the term of a $317,000.00 secured promissory note made by it and J.M. Specialties, Inc. (a wholly owned subsidiary of the Company) as borrowers the note holder Ronald L. Schutte, the Company's Chairman, Chief Executive Officer and President. Under the terms of the agreement, the term of the Note was extended through September 30, 2005. All other terms of the note that bears interest at a rate of 13% per annum remain the same. Item 9.01 Financial Statements and Exhibits (c) Exhibits 10.01 Extension Agreement between Brooklyn Cheesecake & Desert Company, J.M. Specialties, Inc. as borrowers and Ronald L. Schutte as lender dated as of July 31, 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: August 4, 2005 Brooklyn Cheesecake & Deserts Company, Inc. (Registrant) /s/ Anthony Merante ----------------------- Anthony Merante Chief Financial Officer EX-10.01 2 v022991_ex10-01.txt Exhibit 10.01 MODIFICATION AGREEMENT MODIFICATION AGREEMENT made as of the 31st day of July 2005 to the Secured Promissory Note dated as of September 1, 2004, and amended as of November 30, 2004, as of April 30, 2005 as of May 20, 2005 and as of June 17, 2005 by and between Ronald L. Schutte, hereinafter referred to as "Schutte" or the "HOLDER" and BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. formerly know as CREATIVE BAKERIES, INC., a New York corporation ("BROOKLYN CHEESECAKE & DESSERTS"), and J.M. SPECIALTIES, INC., a NEW JERSEY CORPORATION ("JMS") (BROOKLYN CHEESECAKE & DESSERTS and JMS are collectively referred to as the "BORROWERS"). W I T N E S S E T H: -------------------- WHEREAS, Borrowers issued to Schutte a $317,000 Secured Promissory Note (the "PROMISSORY NOTE"); WHEREAS, the parties subsequently amended the Promissory Note as of November 30, 2004 to extend the term of the Note WHEREAS, the parties subsequently amended the Promissory Note as of April 30, 2005 to extend the term of the Note WHEREAS, the parties subsequently amended the Promissory Note as of May 20, 2005 to extend the term of the Note WHEREAS, the parties subsequently amended the Promissory Note as of June 17, 2005 to extend the term of the Note WHEREAS, the Promissory Note is due July 31, 2005 and the COMPANY and Schutt? are desirous of further modifying the terms of the Promissory Note. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, IT IS MUTUALLY AGREED AS FOLLOWS: 1. Modifications: Effective as of the date first written above, the Promissory Note shall be modified as follows: 1.1 Extension of the term of modified Promissory Note. The maturity date of the Promissory Note will be extended to September 30, 2005. 1.2 Right to prepay Promissory Note. The COMPANY will have the right to prepay without penalty all or a portion of the Promissory Note at any time during the term of the Promissory Note. 2. Other Provisions. 2.1 Force and Effect. All other terms of the Promissory Note shall remain in full force and effect. 2.2 Company Representations. The Company represents to Schutt? that there have been no material adverse changes in the Company's public disclosures since the filing of the Company's most recent Form 10-KSB and 8-K Reports with the Securities and Exchange Commission and that the Board of Directors of the Company has authorized and approved this modification agreement. The Company further represents that it has taken the necessary corporate action to authorize the within agreement and the modification to the Promissory Notes. 2.3 HOLDER Representations. HOLDER represents to Company that it has been afforded an opportunity to consult with professional advisors and or counsel and that all necessary approvals and action have been obtained to enter into this modification agreement to extend the due date of the Promissory Note as previously modified. 2.4 Miscellaneous. This Agreement shall be governed by the laws of the State of New York, and may be executed in multiple counterparts, each of which shall be considered an original but all of which shall constitute one and the same agreement. All notices under this Agreement shall be in accord with the provisions as set forth in the New Note. The terms of this Agreement and New Note may only be modified upon mutual agreement of the parties in writing. IN WITNESS WHEREOF, the parties have set their hands and seals on the day, month and year first above written. Ronald L. Schutte By: _______________________________ Brooklyn Cheesecake & Desert Company, Inc. By: ________________________________ J.M. Specialties, Inc. By: _________________________________ -----END PRIVACY-ENHANCED MESSAGE-----