Attis Industries Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Attis Industries Inc.	Financial_Report.xls
EX-31.1 - CERTIFICATION - Attis Industries Inc.	bcke_ex311.htm
EX-32.1 - CERTIFICATION - Attis Industries Inc.	bcke_ex321.htm

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, 2014

( ) 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)

12540 Broadwell Road, Suite 1203, Milton, GA 30004

(Address of principal executive offices)

(678) 871-7457

(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 November 14, 2014, there were 9,963,418 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, 2014 (unaudited) and December 31, 2013	1
Statements of Operations for the nine and three months ended September 30, 2014 and 2013 (unaudited)	2
Statements of Cash Flows for the nine months ended September 30, 2014 and 2013 (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	9
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. Mine Safety Disclosure	11
Item 5. Other Information	11
Item 6. Exhibits	12
SIGNATURES	13

PART I. FINANCIAL INFORMATION

Item 1. Financial statements

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

BALANCE SHEETS

	September 30, 2014			December 31, 2013
	(Unaudited)				(1)
ASSETS
Current assets:
Cash	$	1,078		$	1,078
Accounts receivable – related party		55,403			47,725

Total current assets		56,481			48,803

Other assets:
Trademark, net of amortization		14,625			19,125

Total other assets		14,625			19,125

Total assets		71,106			67,928

LIABILITIES AND STOCKHOLDERS' (DEFICICIENCY)

Current liabilities:
Accounts payable	$	26,670		$	17,495
Accrued expense		2,495			6,845
Advances payable – stockholder		113,719			94,744

Total current liabilities		142,884			119,084

Stockholders' (deficiency):
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		(13,685,932	)		(13,665,310	)
Total stockholders’ (deficiency)		(71,778	)		(51,156	)

Total liabilities and stockholders’ (deficiency)	$	71,106		$	67,928

(1) Derived from Audited Financial Statements.

See notes to unaudited financial statements.

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Nine Months						Three Months
	Ended September 30						Ended September 30
	2014			2013			2014			2013
Licensing fees – related party	$	7,678		$	9,000		$	1,000		$	3,000

Selling, general and administrative expenses		28,300			23,368			17,815			5,946

Net loss	$	(20,622	)	$	(14,368	)	$	(16,815	)	$	(2,946	)

Earnings per common share:
Basic and diluted:	$	(.02	)	$	(.01	)	$	(.01	)	$	(.00	)

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)

	Nine Months Ended September 30
	2014			2013
Operating activities:
Net (loss)	$	(20,622	)	$	(14,368	)
Amortization		4,500			4,500
Changes in operating assets and liabilities:
Accounts receivable – related party		(7,678	)		(9,000	)
Accounts payable		9,175			3,269
Accrued expenses		(4,350	)		(5,250	)
Net cash used in operating activities		(18,975	)		(20,849	)


Financing activities:
Advances from stockholder		18,975			20,849

Net cash provided by financing activities		18,975			20,849

Net increase in cash and cash equivalents		0			0

Cash and cash equivalents, beginning of period		1,078			1,078

Cash and cash equivalents, end of period	$	1,078		$	1,078


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

SEPTEMBER 30, 2014

(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, 2013 filed with the Securities and Exchange Commission on April 14, 2014.

The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results for the full fiscal year ending December 31, 2014.

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, 2014 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. As of March 2006 the Company has 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, 2014, the Company had an accumulated deficit of $13,685,932, and a working capital deficiency of $86,403. Additionally, for the nine months endedSeptember 30, 2014, the Company incurred a net loss from operations of $20,622 and had negative cash flows from operations in the amount of $18,975. 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. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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, 2014.

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

SEPTEMBER 30, 2014

(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, 2014 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. Fees are computed at 1% of Trademark products sold by our customer.

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:

The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

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, 2014 and 2013, respectively.

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

(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. trademarks. Licensing fees were $7,678 and $9,000 for the nine months ended September 30, 2014 and 2013, respectively. Licensing fees were $1,000 and $3,000 for the three months ended September 30, 2014 and 2013, respectively.

The company’s trademark was as follows:

	September 30			December 31
	2014			2013
Trademark	$	90,000		$	90,000
Less: Accumulated Amortization		(75,375	)		(70,875	)
Trademark, Net	$	14,625		$	19,125

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

2014		1,500
2015		6,000
2016		6,000
2017		1, 125
	$	14,625

5. Advances payable - stockholder:

During the period ended September 30, 2014, Ronald L. Schutté the former Chairman and CEO advanced $18,975 to the Company. The advances were used for operating expenses. Total advances through September 30, 2014 total $113,719. Total advances through December 31, 2013 totaled $94,744. These advances bear no interest and are payable on demand.

6. Business Concentrations:

During the nine months ended September 30, 2014 and 2013, the Company derived 100% of its revenues from a single customer. At September 30, 2014 and December 31, 2013, 100% of accounts receivable are due from a single customer. The customer is a related party (Note 7).

7. Related Party Transactions:

During the nine months ended September 30, 2014 and 2013, Ronald Schutte, a former Chariman and Chief Executive Officer of the Company, who is also a Stockholder of the Company, advanced to the Company $18,975 and $20,849, respectively, for working capital. At September 30, 2014 and December 31, 2013, the Company owed Mr. Schutté $113,719 and $94,744 respectively. Also see Note 5.

The Company licenses its trademark to a company controlled by Mr. Schutte and earns licensing fees equal to 1% of sales of products bearing the Brooklyn Cheesecake & Desserts Company, Inc. trademark. During the nine months ended September 30, 2014 and 2013, the Company earned license fees from this related party of $7,678 and $9,000 respectively. At September 30, 2014 and December 31, 2013, the Company had accounts receivable from this related party of $55,403 and $47,725, respectively. Also see Note 6.

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

(UNAUDITED)

8. Subsequent Events:

On October 17, 2014, (the “Execution Date”), Brooklyn Cheesecake & Desserts Company, Inc. (the “Company”) entered into that certain Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among Here to Serve Holding Corporation, a Delaware corporation, as seller (“Seller”), the Company, as parent, Brooklyn Cheesecake & Dessert Acquisition Corp., a wholly–owned subsidiary of the Company, as buyer (“Buyer”), the Chief Executive Officer of the Company (“Company Executive”), the majority shareholder of the Company (“Company Majority Shareholder”) and certain shareholders of Seller (the “Seller Shareholders”), pursuant to which Buyer will acquire from Seller all of Seller’s right, tittle and interest in and to (i) 100% of the membership interests of Here to Serve – Missouri Waste Division, LLC d/b/a Meridian Waste, a Missouri limited liability company (“HTS Waste”); (ii) 100% of the membership interests of Here to Serve Technology, LLC, a Georgia limited liability company (“HTS Tech”); and (iii) 100% of the membership interests of Here to Serve - Georgia Division, LLC, a Georgia limited liability company (“HTS Waste Georgia”, and together with HTS Waste and HTS Tech, collectively, the “Membership Interests”). As consideration for the Membership Interests, (i) the Company shall issue 9,054,134 shares of the Company’s common stock, (the “Common Stock”); (ii) the Company shall issue to the holder of Class A Preferred Stock of Seller (“Seller’s Class A Preferred Stock”) 51 shares of the Company’s to-be-designated Class A Preferred Stock (the “Class A Preferred Stock”), which Class A Preferred Stock Shall have the rights and preferences as described in the Purchase Agreement; (iii) the Company shall issue to the holder of Class B Preferred Stock of the Seller (Seller’s “Class B Preferred Stock”) an aggregate of 71,120 shares of the Company’s to-be-designated Class B Preferred Stock (the “Class B Preferred Stock”), which Class B Preferred Stock Shall have the rights and preferences as described in the Purchase Agreement (the Common Stock, the Class A Preferred and the Class B Preferred Stock are referred to as the “Purchase Price Shares;”), and (iv) the Company shall assume certain assumed liabilities.

As further consideration, at the closing of the transaction contemplated under the Purchase Agreement, (i) in satisfaction of all accounts payable and shareholder loans, Seller will pay to Company Majority Shareholder $70,000 and (ii) Seller will purchase from Company Majority Shareholder 230,000 Shares of the Company’s common stock for a purchase price of $230,000, with such shares to be cancelled immediately after such purchase. Pursuant to the Purchase Agreement, to the extent Purchase Price Shares are issued to individual shareholders of Seller at or upon closing of the Purchase Agreement: (i) share of common stock of the Seller held by the individuals listed on Schedule 2.2 of the Purchase Agreement will be cancelled in accordance with such Schedule 2.2; (ii) 1,000,000 shares of Seller’s Class A Preferred Stock will be cancelled; and (iii) 71,120 shares of Seller’s Class B Preferred Stock will be cancelled.

In addition to the foregoing, the closing of the Purchase Agreement was contingent upon the satisfaction if the closing conditions set forth in the Purchase Agreement.

The closing of the Purchase Agreement occured on October 31, 2014, resulting in a change of control of Brooklyn Cheesecake & Desserts Company, Inc., and as a result, the transaction will be accounted for as a reverse recapitalization of the acquired companies. There were 9,963,418 Shares of the Company’s Stock issued and Outstanding following the closing of the above transaction(s).

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 10-K filed on April 14, 2014. 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.

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:

Results of Operations

Nine and Three Months Ended September 30, 2014 Compared to the Nine and Three Months Ended September 30, 2013

Licensing fees aggregated $7,678 and $9,000 for the nine months ended September 30, 2014 and 2013, respectively. The decrease of $1,322 or 15% was due to a decrease in sales of our trademark products, by our customer, a related party. Licensing fees for the three months ended September 30, 2014 as compared to September 30, 2013 was $1,000 and $3,000 respectively. The decrease was due to lower sales of out trademark products by our customer a related party.

Selling, general and administrative expenses totaled $28,300 and $23,368 for the nine months ended September 30, 2014 and 2013, respectively. The increase of $4,932 or 21% was the result of higher Legal expense. Selling, general and administrative expenses for the three months ended September 30, 2014 increased to $17,815 from $5,946 for the three months ended September 30, 2013. This increase of $11,869 or 200% is a result of higher public company expense during the quarter.

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, and advances from one of our stockholders totaling $113,719.

As of September 30, 2014, we had negative working capital of $86,403 as compared to negative working capital of $70,281 at December 31, 2013.

Net Cash Used in Operating Activities during the nine months ended September 30, 2014 of $18,975 was due to our net loss of $20,622 and amortization expense of $4,500. This was offset by an increase in accounts receivable of $7,678, an increase in accounts payable of $9,175, and a decrease in accrued expenses of $4,350.

Net Cash Provided by Financing Activities during the nine months ended September 30, 2014 of $18,975 was due to cash advances from our stockholder. Net Cash Provided by Financing Activities during the nine months ended September 30, 2013 of $20,849 was due to advances from our stockholder.

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, 2014 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, 2014, 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 Jeff Cosman, our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, Jeff Cosman 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, 2014, 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.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations and there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

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.

There were no unregistered sales of equity securities during the quarter ended September 30, 2014.

Item 3. Defaults upon Senior Securities.

There were no defaults upon senior securities during the quarter ended September 30, 2014.

Item 4. Mine Safety Disclosure.

Not applicable

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits

(a) Exhibits

31.1

Certification dated November 14, 2014 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 Jeffrey S. Cosman, Chairman, President, Chief Executive Officer, and Chief Financial Officer.

32.1

Certification dated November 14, 2014 pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made by Jeffrey S. Cosman, 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.

Date: November 14, 2014	By:	/s/ Jeffrey S. Cosman
		Jeffrey S. Cosman
		Chairman, President, Chief Executive Officer and Chief Financial Officer
		(principal financial officer and principal accounting officer)

Attis Industries Inc. - FORM 10-Q - November 14, 2014

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