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8. Subsequent Events
9 Months Ended
Sep. 30, 2014
Subsequent Events [Abstract]  
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).