Proxy Soliciting Materials (revised) (prer14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

þ Preliminary Proxy Statement

o Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under Rule 14a-12

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

January 29, 2015

TO OUR SHAREHOLDERS:

Our Board of Directors has called and invites you to attend a Special Meeting of Shareholders of Brooklyn Cheesecake & Desserts Company, Inc. (together with any subsidiaries, the “Company”, “Brooklyn Cheesecake”, “we”, “us” or “our”). This meeting will be held on February 23, 2015 at 12:30 p.m. Eastern Time at the Company’s headquarters located at 12540 Broadwell Road, Suite 1203, Milton, Georgia 30004.

At this meeting, you will be asked to authorize our Board of Directors to:

(1)	Authorize the change of the Company’s name from Brooklyn Cheesecake & Desserts Company, Inc. to Meridian Waste Solutions, Inc.
(2)	Amend the Articles of Incorporation for the Company to permit shareholders to approve action by written consent setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

The enclosed Notice of Special Meeting of Shareholders contain details about the business to be conducted at the meeting. To ensure that your shares are represented at the meeting, we urge you to mark your choice on the enclosed proxy card, sign and date the card and return it promptly in the envelope provided.

Even if you plan to attend the meeting, you are requested to sign, date and return the proxy card in the enclosed envelope. If you attend the meeting after having returned the enclosed proxy card, you may revoke your proxy, if you wish, and vote in person. If you would like to attend and your shares are not registered in your own name, please ask the broker, trust, bank or other nominee that holds the shares to provide you with evidence of your share ownership.

Thank you for your support.

	Sincerely,

January 29, 2015	/s/ Jeffrey Cosman Jeffrey Cosman Chief Executive Officer


Milton, GA

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

12540 Broadwell Road, Suite 1203,

Milton, GA 30004

(678) 871-7457

NOTICE OF SPECIAL

MEETING OF SHAREHOLDERS

TO BE HELD

FEBRUARY 23, 2015

To Our Shareholders:

Brooklyn Cheesecake & Desserts Company, Inc. (the “Company”) will hold a Special Meeting of Shareholders at the Company’s headquarters located at 12540 Broadwell Road, Suite 1203, Milton, Georgia 30004 on February 23, 2015, for the following purposes:

(1)

Authorize the change of the Company’s name from Brooklyn Cheesecake & Desserts Company, Inc. to Meridian Waste Solutions, Inc. (the “Name Change”); and

(2)

Amend the Articles of Incorporation for the Company to permit shareholders to approve action by written consent setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (the “Written Consent Amendment”).

The holders of record of the Company’s common stock (“Common Stock”) at the close of business on January 28, 2015 are entitled to notice of and to vote at the Special Meeting with respect to the Name Change and Written Consent Amendment. The holders of record of at least a majority of the shares of Common Stock of the Company entitled to vote must be present in person or represented by proxy in order to hold the Special Meeting. Accordingly, it is important that your shares be represented at the meeting. Whether or not you plan to attend the Special Meeting, please complete the enclosed proxy card and sign, date and return it promptly in the enclosed postage-paid envelope. If you do plan to attend the Special Meeting in person, you may withdraw your proxy and vote personally on all matters brought before the Special Meeting. The Board of Directors recommends that you vote FOR the Name Change and Written Consent Amendment. This matter is more fully described in the Proxy Statement accompanying this Notice.

By Order of the Board of Directors,

Date: January 29, 2015

/s/ Jeffrey Cosman

Jeffrey Cosman

Chief Executive Officer

TABLE OF CONTENTS

		Page

GENERAL INFORMATION ABOUT THE PROXY STATEMENT AND SPECIAL MEETING		1

ENTRY INTO MEMBERSHIP INTEREST PURCHASE AGREEMENT		4

PROPOSAL1: AUTHORIZING TO CHANGE THE NAME OF THE COMPANY TO MERIDIAN WASTE SOLUTIONS, INC.		5

PROPOSAL 2: AMENDING THE ARTICLES OF INCORPORATION TO ALLOW FOR ACTIONS TO BE APPROVED BY MAJORITY SHAREHOLDER WRITTEN CONSENT		5

SHAREHOLDER PROPOSALS		7

PROXY

EXHIBIT TABLE		7

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

12540 Broadwell Road, Suite 1203, Milton, GA 30004

__________________________

PROXY STATEMENT

__________________________

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY 23, 2015

GENERAL INFORMATION ABOUT THE PROXY

STATEMENT AND SPECIAL MEETING

GENERAL

This Proxy Statement is being furnished to the shareholders of Brooklyn Cheesecake & Desserts Company, Inc. in connection with the solicitation of proxies by our Board of Directors (the “Board of Directors” or the “Board”) for use at the Special Meeting of Shareholders to be held at the Company’s headquarters located at 12540 Broadwell Road, Suite 1203, Milton, Georgia 30004 on February 23, 2015, and at any and all adjournments or postponements thereof (the “Special Meeting”) for the purpose set forth in the accompanying Notice of Special Meeting of Shareholders. Accompanying this Proxy Statement is a proxy/voting instruction form (the “Proxy”) for the Special Meeting, which you may use to indicate your vote as to the proposal described in this Proxy Statement. It is contemplated that this Proxy Statement and the accompanying form of Proxy will be first mailed to Brooklyn Cheesecake’s shareholders on or about February 9, 2015.

VOTING SECURITIES

Only shareholders of record as of the close of business on January 28, 2015 (the “Record Date”) will be entitled to vote at the Special Meeting and any adjournment or postponement thereof. As of January 28, 2015, there were 9,963,418 shares of Common Stock (“Common Stock”), issued and outstanding and entitled to vote, representing approximately 36 holders of record, with each share of Common Stock entitled to one vote. Shareholders may vote in person or by proxy. As of January 29, 2015, there were 51 shares of Series A Preferred Stock (“Series A Preferred”), issued and outstanding and entitled to vote, with each one share of Series A Preferred having voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. As of January 29, 2015, there were 71,210 shares of Series B Preferred Stock (“Series B Preferred”), issued and outstanding and entitled to vote, representing three holders of record, with each share of Series B Preferred entitled to one vote. The presence in person or by proxy of the holders of a majority of the total voting power of the issued and outstanding Common Stock, Series A Preferred and Series B Preferred is necessary to constitute a quorum at this meeting. In the absence of a quorum at the meeting, the meeting may be postponed or adjourned from time to time without notice, other than announcement at the meeting, until a quorum is formed. The enclosed Proxy reflects the number of shares that you are entitled to vote.

The approval of at least a majority of the votes cast by the holders of Common Stock, Series A Preferred Stock and Series B Preferred Stock outstanding as of the record date and entitled to vote at the Special Meeting is required to approve the Name Change and Written Consent Amendment. Abstentions are counted as “shares present” at the meeting for purposes of determining the presence of a quorum, while broker non-votes (which result when a broker holding shares for a beneficial owner has not received timely voting instructions on certain matters from such beneficial owner) are not considered “shares present” with respect to any matter. Abstentions will operate in the same manner as a vote against such proposal.

VOTING OF PROXIES

All valid proxies received prior to the Special Meeting will be voted. The Board of Directors recommends that you vote by proxy even if you plan to attend the Special Meeting. To vote by proxy, you must fill out the enclosed Proxy, sign and date it, and return it in the enclosed postage-paid envelope. Voting by proxy will not limit your right to vote at the Special Meeting if you attend the Special Meeting and vote in person. However, if your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor, from the holder of record to be able to vote at the Special Meeting.

REVOCABILITY OF PROXIES

All Proxies which are properly completed, signed and returned prior to the Special Meeting, and which have not been revoked, will be voted in favor of the proposals described in this Proxy Statement unless otherwise directed. A shareholder may revoke his or her Proxy at any time before it is voted either by filing with the Secretary of the Company, at its principal executive offices located at 12540 Broadwell Road, Suite 1203, Milton, GA 30004, a written notice of revocation or a duly-executed Proxy bearing a later date or by attending the Special Meeting and voting in person.

DISSENTER’S RIGHTS

Holders of our voting securities do not have dissenter’s rights under New York law in connection with the proposals contemplated by this Proxy.

REQUIRED VOTE

Assuming the presence of a quorum at the Special Meeting:

The affirmative vote of a majority of the votes cast by the shares of Common Stock, Series A Preferred shares and/or Series B Preferred shares present at the meeting, in person or by proxy, and entitled to vote is required to approve the Name Change and Written Consent Amendment (the “Actions”).

Votes shall be counted by one or more persons who shall serve as the inspectors of election. The inspectors of election will canvas the shareholders present in person at the meeting, count their votes and count the votes represented by proxies presented. For purposes of determining the votes cast with respect to any matter presented for consideration at the meeting, only those votes cast “FOR” or “AGAINST” are included. However, if a proxy is signed but no specification is given, the shares will be voted “FOR” the proposed name chance and amendment to the articles of incorporation.

SHAREHOLDERS LIST

For a period of at least ten days prior to the Special Meeting, a complete list of shareholders entitled to vote at the Special Meeting will be available at the principal executive offices of the Company located at 12540 Broadwell Road, Suite 1203, Milton, GA 30004 so that stockholders of record may inspect the list only for proper purposes.

EXPENSES OF SOLICITATION

The Company will pay the cost of preparing, assembling and mailing this proxy-soliciting material, and all costs of solicitation, including certain expenses of brokers and nominees who mail proxy material to their customers or principals.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of January 28, 2015, certain information with respect to the beneficial ownership of our Common Stock by each shareholder known by us to be the beneficial owner of more than 5% of our Common Stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated.

This table is prepared based on information supplied to us by the listed security holders, any Schedules 13D or 13G and Forms 3 and 4, and other public documents filed with the SEC.

Under the rules of the Securities and Exchange Commission, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.

Shares of Common Stock which an individual or group has a right to acquire within 60 days pursuant to the exercise or conversion of options are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table below.

Shareholder	Common Stock Owned Beneficially			Percent of Class (1)			Series A Preferred Stock Owned Beneficially (2)		Percent of Class (2)
Jeffrey Cosman, Chairman, Chief Executive Officer		6,270,809	(3)		62.9	%(3)		51		100	%

All directors and officers as a group (1 person)		6,270,809	(3)		62.9	%(3)		51		100	%

_______________

(1)	Based on a total of 9,963,418 shares of Common Stock outstanding as of January 28, 2015, plus any shares of Common Stock deemed to be beneficially owned pursuant to warrants that are exercisable within 60 days from the above date.

(2)	Based on a total of 51 shares of Series A Preferred outstanding as of January 29, 2015, plus any shares of Common Stock deemed to be beneficially owned pursuant to warrants that are exercisable within 60 days from the above date.

(3)	Includes 3,822,809 shares of the common stock of the Company issued to Here to Serve Holding Corp. Mr. Cosman is the Chief Executive Officer and director of Here to Serve Holding Corp. and, accordingly, has sole voting power and sole dispositive power over such 3,822,809 shares.

There are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Entry Into Membership Interest Purchase Agreement

On October 17, 2014, 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 Corp., a Delaware corporation, as seller (“Here to Serve”), the Company, as parent, Brooklyn Cheesecake & Dessert Acquisition Corp., a wholly-owned subsidiary of the Company, as buyer (the “Acquisition Corp.”), the Chief Executive Officer of the Company (the “Company Executive”), the majority shareholder of the Company (the “Company Majority Shareholder”) and certain shareholders of Here to Serve (the “Here to Serve Shareholders”), pursuant to which the Acquisition Corp acquired from Here to Serve all of Here to Serve’s right, title 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 Waste 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, on October 31, 2014 (the "Closing Date") (i) the Company issued to Here to Serve 9,054,134 shares of the Company’s common stock valued at $0.35 per share or $3,168.95 according to the closing price of the Company’s common stock on October 17, 2014, (the “Common Stock”); (ii) the Company issued to the holder of Class A Preferred Stock of Here to Serve (“Here to Serve’s Class A Preferred Stock”) 51 shares of the Company’s to-be-designated Class A Preferred Stock valued at $0.051 (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 issued to the holder of Class B Preferred Stock of Here to Serve (Here to Serve’s Class B Preferred Stock”) an aggregate of 71,120 shares of the Company’s to-be-designated Class B Preferred Stock valued at $71 (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 Stock and the Class B Preferred Stock are referred to as the “Purchase Price Shares;”), and (iv) the Company shall assume certain assumed liabilities valued at approximately $15,637,242 (the “Initial Consideration”).

As further consideration, on the Closing Date of the transaction contemplated under the Purchase Agreement, (i) in satisfaction of all accounts payable and shareholder loans, Here to Serve paid to the Company Majority Shareholder $70,000 and (ii) Here to Serve purchased from the Company Majority Shareholder 230,000 shares of the Company’s common stock for a purchase price of $230,000, with such shares cancelled immediately after such purchase. Pursuant to the Purchase Agreement, to the extent Purchase Price Shares are issued to individual shareholders of Here to Serve at or upon closing of the Purchase Agreement: (i) shares of common stock of Here to Serve held by the individuals listed on Schedule 2.2 of the Purchase Agreement valued at $2,564,374.95 will be cancelled in accordance with such Schedule 2.2; (ii) 1,000,000 shares of Here to Serve’s Class A Preferred Stock valued at $1,000 will be cancelled; and (iii) 71,120 shares of Here to Serve’s Class B Preferred Stock valued at $7,121,000 will be cancelled (the “Additional Consideration”).

The closing of the Purchase Agreement resulted in a change of control of Brooklyn Cheesecake & Desserts Company, Inc.

The description of the Purchase Agreement set forth above is qualified in its entirety by reference to the full text of such Purchase Agreement filed on January 23, 2015 as Exhibit 10.1 to the Current Report on Form 8-K/A and is incorporated herein by reference.

PROPOSAL 1

AUTHORIZATION TO CHANGE THE NAME OF THE COMPANY TO MERIDIAN WASTE SOLUTIONS, INC.

Description of Proposal

The Name Change and Written Consent Amendment will become effective on the date that we file the Certificate of Amendment to the Certificate of Incorporation of the Company (the “Amendment”) with the Secretary of State of the State of New York. We intend to file the Amendment with the Secretary of State of the State of New York promptly after the Special Meeting.

We currently expect to file the Amendment on or about February 23, 2015.

Prior to filing the amendment to the Articles of Incorporation reflecting the Name Change, we must first notify FINRA by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated record date of the Name Change. Our failure to provide such notice may constitute fraud under Section 10 of the Exchange Act.

Purposes and Effects of the Proposal

We believe that changing the name of the Company to Meridian Waste Solutions, Inc. will more accurately reflect and represent to the public the business of the Company. In connection with the name change, we intend to file with FINRA a request to obtain a new ticker symbol.

Required Vote

The approval of the adoption of the Proposal for the authorization to change the name of the Company from Brooklyn Cheesecake & Desserts Company, Inc. to Meridian Waste Solutions, Inc. requires the affirmative vote of a majority of the votes of the outstanding shares of our Common Stock, Series A Preferred and Series B Preferred. Abstentions and broker non-votes are not affirmative votes and, therefore, will have the same effect as a vote against such proposal.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE PROPOSAL, AND UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE FOR APPROVAL OF THE PROPOSAL TO AUTHORIZE THE NAME CHANGE.

PROPOSAL 2

AMENDING THE ARTICLES OF INCORPORATION TO ALLOW FOR ACTIONS TO BE APPROVED BY MAJORITY SHAREHOLDER WRITTEN CONSENT

Description of Proposal

The primary purpose of the Majority Consent Amendment is for general corporate purposes, including, without limitation, to facilitate capital raising, merger and acquisition opportunities, the issuance of stock dividends or stock splits, and other general corporate purposes.

The adoption of the Majority Consent Amendment would result in the holder(s) of all issued and outstanding shares of Series A Preferred, voting together by written consent, having the ability to authorize corporate actions on behalf of the shareholders, except as may be limited by applicable law.

The Majority Consent Amendment would be effected by amending the Company’s Certificate of Incorporation, as amended, to include the following new Article TENTH:

“TENTH: Whenever the Corporation’s shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.”

Possible Anti-takeover Effects of the Proposal

The Majority Consent Amendment, given that the Series A Preferred is issued and outstanding, could, under certain circumstances, result in discouraging, delaying or preventing a change in control of the Company. For example, the holder(s) of all issued and outstanding shares of Series A Preferred, voting together by written consent, could veto a change in control approved by the Board of Directors. The effect of such provisions could delay or frustrate a merger, tender offer or proxy contest, the removal of incumbent directors, or the assumption of control by shareholders, even if such proposed actions would be beneficial to our shareholders. This could include discouraging bids even if such bid represents a premium over our then existing trading price and thereby prevent shareholders from receiving the maximum value for their shares. Please note that the Majority Consent Amendment has not been proposed by the Board of Directors for an anti-takeover related purpose and the Board of Directors has no knowledge of any current efforts to obtain control of the Company or to effect large accumulations of our voting stock.

Purposes and Effects of the Proposal

The Board believes the Majority Consent Amendment is necessary and advisable in order to create flexibility in today’s competitive and rapidly changing environment. By allowing for increased flexibility in taking corporate actions, the effect of the Majority Consent Amendment is expected to facilitate potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and investments. Assurances cannot be provided that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect the Company’s business or the trading price of the Common Stock.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE PROPOSAL, AND UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE FOR APPROVAL OF THE MAJORITY CONSENT AMENDMENT

EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

Brooklyn Cheesecake & Desserts Company, Inc. Summary Compensation

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by Brooklyn Cheesecake & Desserts Company, Inc. during the period from 2012 through 2014.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Totals ($)
Jeffrey S. Cosman(1)	2014		0		0		0		0		0		0		0		0
Chief Executive Officer	2013		0		0		0		0		0		0		0		0
and Director	2012		0		0		0		0		0		0		0		0

Anthony J. Merante(2)	2014		0		0		0		0		0		0		0		0
Former President, Former Chief Executive Officer	2013		0		0		0		0		0		0		0		0
and Former Chief Financial Officer	2012		0		0		0		0		0		0		0		0

(1) On October 31, 2014, Mr. Jeffrey S. Cosman was appointed Chief Executive Officer and Director of the Company.

(2) On October 31, 2014, Mr. Anthony J. Merante resigned from all officer positions with the Company. On November 19, 2014, Mr. Merante resigned from his position as Director of the Company.

Option Grants

There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table from 2012 through 2014.

Employment Agreements

None.

COMPENSATION OF DIRECTORS

Currently the Company does not pay its board members for their service to the Board but, it may do so in the future.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be included in the Proxy Statement relating to the Company’s 2014 Annual Meeting of Shareholders (the “2014 Annual Meeting”) pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (“Rule 14a-8”) must be received by the Company no later than 30 days prior to the date of printing and mailing our material for the 2014 Annual Meeting and must otherwise comply with the requirements of Rule 14a-8.

Proposals of shareholders submitted for consideration at the Company’s 2014 Annual Meeting, outside of the Rule 14a-8 process, must be received by the Company by the later of 60 days before the 2014 Annual Meeting. If such timely notice of a proposal is not given, the proposal may not be brought before the 2014 Annual Meeting.

A stockholder proposal is a stockholder's recommendation or requirement that the Company and/or the Board take action, which the stockholder intends to present at the 2014 Annual Meeting of the Company's stockholders. The proposal should state as clearly as possible the course of action that the stockholder believes the Company should follow and should be accompanied by a supporting statement. The proposal, including the accompanying supporting statement, may not exceed 500 words. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. As the rules of the SEC make clear, simply submitting a proposal does not guarantee that it will be included.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and more than 10% shareholders (“Insiders”) to file with the Securities and Exchange Commission and the Company reports of their ownership of the Company’s securities. Based upon the Company’s actual knowledge, all Section 16 reporting requirements applicable to Insiders during the fiscal year ended June 30, 2013 were satisfied on a timely basis.

OTHER MATTERS

The Board of Directors does not know of any matters other than those mentioned above to be presented to the meeting. If any other matters do come before the meeting, the persons named in the Proxy will exercise their discretion in voting thereof.

MISCELLANEOUS

All information contained in this Proxy Statement relating to the occupations, affiliations and securities holdings of directors and officers of the Company and their relationship and transactions with the Company is based upon information received from directors and officers. All information relating to any beneficial owners of more than 5% of the Company’s Common Stock is based upon information contained in reports filed by such owner with the Commission.

Exhibit No.		Description

99.1		Here to Serve Holding Corp.’s Audited financial statements for the fiscal years ended September 30, 2013 and September 30, 2012

99.2		Meridian Waste Services, LLC Audited financial statements for the fiscal years ended December 31, 2013 and 2012

99.3		Here to Serve Holding Corp.’s Unaudited financial statements for the nine months ended June 30, 2014 and 2013

99.4		Brooklyn Cheesecake & Desserts Company, Inc. Unaudited Pro Forma Information


		By Order of the Board of Directors,

Date: January 29, 2015		/s/ Jeffrey Cosman
		Jeffrey Cosman
		Chief Executive Officer

o FOLD AND DETACH HERE AND READ THE REVERSE SIDE o

PROXY

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

SPECIAL MEETING OF SHAREHOLDERS — FEBRUARY 23, 2015

The undersigned shareholder of Brooklyn Cheesecake & Desserts Company, Inc. (the “Company”) hereby appoints Jeffrey Cosman as the attorney and proxy of the undersigned, with full power of substitution, to vote, as indicated herein, all the Common Stock of the Company standing in the name of the undersigned at the close of business on February 22, 2015 at the Special Meeting of Shareholders of the Company to be held at the Company’s headquarters located at 12540 Broadwell Road, Suite 1203, Milton, Georgia 30004, at 12:30 PM Eastern Time on the 23rd day of February, 2015, and at any and all adjournments thereof, with all the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposals, as more fully described in the Proxy Statement for the meeting on the following matters.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED FOR THE PROPOSALS LISTED BELOW UNLESS OTHERWISE INDICATED. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL LISTED BELOW.

(Continued, and to be marked, dated and signed, on the other side)

FOLD AND DETACH HERE AND READ THE REVERSE SIDE

PROXY BY MAIL

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED FOR THE ELECTION OF THE PROPOSED DIRECTORS AND FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR THE PROPOSALS LISTED BELOW.

Please mark boxes [*] or [X] in blue or black ink.

	FOR	AGAINST	ABSTAIN
1.Proposal: Authorizing the Company name change to Meridian Waste Solutions, Inc.
2. Proposal:Amending the Articles of Incorporation to allow majority shareholder written consent

To Authorizing the Company name change to Meridian Waste Solutions, Inc	o	o	o

To Amending the Articles of Incorporation to allow majority shareholder written consent, by adding the following new Article TENTH:	o	o	o
“TENTH: Whenever the Corporation’s shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.”

PROXY NUMBER:

ACCOUNT NUMBER:

Signature _________________________ Print Name ________________________ Signature ________________________ Print Name ________________________ DATED: _____________________,

SIGNATURE(S) should be exactly as name or names appear on this Proxy. If stock is held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.

[Sign, date and return the Proxy Card promptly using the enclosed envelope.]

Exhibit 99.1

Here To Serve Holding Corp.

Consolidated Balance Sheets

For The Year Ended September 30, 2014

	Successor			Predecessor
	September 30,
	2014			December 31,
	(UNAUDITED)			2013		2012
ASSETS
Current Assets
Cash	$	384,166		$	1,461,372	$	1,646,556
Accounts receivable, trade		689,716			440,570		343,962
Employee advance		580			2,000		-
Other receivables					75,000		202
Prepaid expenses		198,715			189,521		117,281
Total Current Assets		1,273,177			2,168,463		2,108,001

Property and Equipment, net of accumulated
depreciation of $580,695, $7,780,233 and $6,364,005 respectively		7,583,214			4,810,603		4,137,649

Other Assets
Loan to member					50,000		-
Capitalized software		388,681			-		-
Customer list, net of accumulated
amortization of $1,167,288		12,840,164			-		-
Deposits		8,303			8,303		8,303
Loan fees, net of accumulated
amortization of $7,030		43,583			-		-
Non-compete, net of accumulated
amortization of $12,500		137,500			-		-
Total Other Assets		13,418,231			58,303		8,303

TOTAL ASSETS	$	22,274,622		$	7,037,369	$	6,253,953

LIABILITIES & SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts payable	$	306,966		$	239,739	$	161,660
Accrued expenses		305,719			94,620		69,595
Convertible notes payable		568,146			-		-
Deferred compensation		729,000			-		-
Deferred revenue		1,993,062			1,910,465		1,744,578
Notes due related parties		276,250			-		-
Other current liabilities		910,555			50,000		-
Current portion - long term debt		1,195,333			1,211,299		1,042,664
Total Current Liabilities		6,285,031			3,506,123		3,018,497

Long-term notes payable
Less: current portion - long term debt		9,352,211			1,991,508		1,957,365

Total Liabilities		15,637,242			5,497,631		4,975,862

Shareholders' Equity (Deficit)
Members' equity		-			1,539,738		1,278,091
Preferred stock		2,071			-		-
Common stock		57,700			-		-
Additional paid in capital		14,209,518			-		-
Accumulated deficit		(7,631,909	)		-		-
Total Shareholders' Equity (Deficit)		6,637,380			1,539,738		1,278,091

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY (DEFICIT)	$	22,274,622		$	7,037,369	$	6,253,953

Here To Serve Holding Corp.

Consolidated Statements of Operations

For The Year Ended September 30, 2014

	Successor			Predecessor
	Period from			Period from
	Acquisition			January 1,
	May 16, 2014 to			2014
	September 30,			to May 15,		Year Ended
	2014			2014		December 31,
	UNAUDITED			UNAUDITED		2013			2012
Income
Revenue
Software sales	$	1,784		$	-	$	-		$	-
Services		4,827,855			4,246,558		11,349,872			10,249,774
Total Revenue		4,829,639			4,246,558		11,349,872			10,249,774

Cost of Sales/Services
Cost of Sales/Services		3,153,111			2,671,187		6,968,847			5,978,694
Depreciation		561,259			504,515		1,411,440			1,542,889
Total Cost of Sales/Services		3,714,370			3,175,702		8,380,287			7,521,583

Gross Profit		1,115,269			1,070,856		2,969,585			2,728,191

Expenses
Bad debt expense		13,280			-		42,508			17,951
Bank, brokerage & credit card expense		23,813			30,527		52,634			45,082
Charitable contributions		5,000			1,520		4,292			5,548
Communication expense		42,448			30,938		89,126			91,038
Compensation and related expense		567,108			240,894		703,688			572,761
Depreciation and amortization		1,205,982			5,748		13,537			10,232
Dues & subscriptions		450			57		2,229			2,676
Information processing expense		22,218			9,799		20,887			25,465
Insurance/bond expense		81,220			86,653		110,187			135,480
Marketing expense		40,300			37,596		95,403			116,187
Office expense		36,665			27,491		67,350			53,186
Product development expense		-			-		-			-
Professional services		606,007			44,733		63,997			33,059
Rent		98,348			126,936		249,793			134,778
Repairs & maintenance		13,040			24,532		19,268			3,835
State & local taxes, licenses, permits		4,320			9,365		17,595			26,311
Travel & entertainment		27,353			28,157		34,127			37,442
Total Expenses		2,787,552			704,946		1,586,621			1,311,031

Other Income (Expenses):
Miscellaneous income (loss)		-			-		6,995			2,605
Interest income		-			-					1,004
Gain (loss) on disposal of assets		-			-		(6,250	)		15,134
Political contributions		-			-					(300	)
Loss on bad loans		-			-		(403	)		(110,006	)
Interest expense		182,420			52,559		(146,659	)		(159,964	)
Total Other Expenses		182,420			52,559		(146,317	)		(251,527	)

Net Income (Loss) before income taxes		(1,854,703	)		313,351		1,236,647			1,165,633

Income tax expense		-			-		-			-

Net Income (Loss)	$	(1,854,703	)	$	313,351	$	1,236,647		$	1,165,633

Basic Net Loss Per Share		(0.04	)

Weighted Average Number of Shares Outstanding
(Basic and Diluted)		41,563,674

Here To Serve Holding Corp.

Statement of Changes in Shareholders' Equity (Deficit)

For The Year Ended September 30, 2014

	Common Shares		Common Stock, Par		Preferred Shares		Preferred Stock, Par		Additonal Paid in Capital		Members' Equity			Accumulated Deficit			Total
Predecessor
Balance at December 31, 2011											$	1,192,458					$	1,192,458

Net income (loss)												1,165,633						1,165,633
Members' distributions												(1,080,000	)					(1,080,000	)

Balance at December 31, 2012												1,278,091						1,278,091

Net income (loss)												1,236,647						1,236,647
Members' distributions												(975,000	)					(975,000	)

Balance at December 31, 2013												1,539,738						1,539,738

UNAUDITED
Net income, January 1, 2014 - May 15, 2014												313,351						313,351
Members' distributions, January 1, 2014 - May 15, 2014												(585,000	)					(585,000	)

Balance at May 15, 2014											$	1,268,089					$	1,268,089


Successor
Balance at May 16, 2014		55,624,917	$	55,625		2,071,210	$	2,071	$	13,879,593				$	(5,777,206	)	$	8,160,083

Common stock issued for services		2,075,000		2,075		-		-		329,925					-			332,000
Net loss															(1,854,703	)		(1,854,703	)
Balance September 30, 2014		57,699,917	$	57,700		2,071,210	$	2,071	$	14,209,518				$	(7,631,909	)	$	6,637,380

Here To Serve Holding Corp.

Consolidated Statements of Cash Flows

For The Year Ended September 30, 2014

	Successor			Predecessor
	Period from			Period from
	Acquisition			January 1,
	May 16, 2014 to			2014
	September 30,			to May 15,			Year Ended
	2014			2014			December 31,
	UNAUDITED			UNAUDITED			2013			2012
OPERATING ACTIVITIES
Net income (loss) from operations	$	(1,854,703	)	$	313,351		$	1,236,647		$	1,165,633
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation & Amortization		1,767,240			510,263			1,424,979			1,553,121
Stock issued to vendors for service		332,000			-			-			-
Increase in deferred compensation		243,000			-			-			-
(Gain) Loss on note conversions/sale of asset		-			-			6,250			(15,134	)
Changes in working capital items:
Accounts receivable		(57,394	)		(154,097	)		(96,609	)		(73,290	)
Employee advance/other receivables		(580	)		400			(126,798	)		75,021
Prepaid expenses		7,242			65,976			(72,240	)		(2,552	)
Other current assets		-			-			-			55,297
Accounts payable & accrued expenses		445,128			89,309			103,102			98,054
Deferred revenue		114,957			(32,360	)		165,887			(56,854	)
Other current liabilities		738,310			-			25,000			-
Cash flow from operating activities		1,735,200			792,842			2,666,218			2,799,296

INVESTING ACTIVITIES
Proceeds from sale of fixed assets								12,415			53,622
Purchased capitalized software		(14,662	)		-			-			-
Acquisition of subsidiary		123,841			-			-			-
Purchased equipment		(1,053,289	)		(170,888	)		(2,058,359	)		(1,815,160	)
Purchased software		-			-			-			-
Cash flow from investing activities		(944,110	)		(170,888	)		(2,045,944	)		(1,761,538	)

FINANCING ACTIVITIES
Member distributions					(585,000	)		(975,000	)		(1,080,000	)
Loan from member								25,000			-
Principle payments on notes payable		(427,455	)		(449,498	)		(1,208,210	)		(1,151,370	)
Proceed from long-term notes payable					-			1,352,752			1,626,941
Cash flow from financing activities		(427,455	)		(1,034,498	)		(805,458	)		(604,429	)

Net change in cash		363,635			(412,544	)		(185,184	)		433,329
Beginning cash		20,531			1,461,372			1,646,556			1,213,227
Ending Cash	$	384,166		$	1,048,828		$	1,461,372		$	1,646,556

Supplemental disclosure of cash flow information:
Cash paid for income taxes		-
Cash paid for interest		98,272

Supplemental Non-Cash Investing and Financing Information:
Common stock issued in connection with debt conversions		-
Common stock issued to employees and officers		-
Common stock issued for services		332,000
Common stock issued to acquire software products		-
Debt forgiveness former officer.		-
Common stock issued in connection with acquisition
of subsidiary		-
Preferred stock issued in connection with acquisition
of subsidiary		-

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 1 – EXPLANATION OF CHANGE IN ACCOUNTING BASIS

The merger of Here to Server Holding Corp. (HTSHC) and Meridian Waste Services, LLC became effective May 15, 2014. The merger was accounted for by HTSHC using business combination accounting. Under this method, the purchase price paid by the acquirer is allocated to the assets acquired and liabilities assumed as of the acquisition date based on the fair value. By the application of “push-down” accounting, our assets, liabilities and equity were accordingly adjusted to fair value on May 15, 2014. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions.

Due to the application of “push-down” accounting, our financial statements are presented in two distinct periods to indicate the application of two different basis of accounting. Periods prior to May 15, 2014 are identified herein as “Predecessor,” while periods subsequent to the HTSHC merger are identified as “Successor.” As a result of the change in basis of accounting from historical cost to reflect the HTSHC’s purchase cost, the financial statements for Predecessor periods are not comparable to those of Successor periods.

The following notes, note #2 through note #13 are applicable to the unaudited periods of these financial statements. Notes related to the audited periods are included in the audit report for Meridian Waste Services, LLC (Predecessor) which is included with this report.

NOTE 2 – ORGANIZATION AND NATURE OF OPERATIONS

Nature of Business

Currently the Company is operating under three separate Limited Liability Companies; Here To Serve Missouri Waste Division, LLC (“HTSMWD”), a Missouri Limited Liability Company, Here To Serve Technology Division, LLC (“HTST), a Georgia Limited Liability Company and Here To Serve Georgia Waste Division, LLC (“HTSGWD”), a Georgia Limited Liability Company.

Through acquisitions and restructuring, HTST has repositioned the Company’s presence in the software development industry. By acquiring products developed for the mobile app market and by shifting the focus of future development, HTST is anticipating significant expansion into this growing business segment.

In 2014, HTSMWD purchased the assets of a large solid waste disposal company in the St. Louis, MO market. This acquisition is considered the platform company for future acquisitions in the solid waste disposal industry. HTSGWD was created to facilitate expansion in this industry throughout the Southeast.

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a September 30 fiscal year end.

Basis of Consolidation

The consolidated financial statements for the year ended September 30, 2014 include the operations of the Company and its wholly-owned subsidiaries, Here To Serve Missouri Waste Division, LLC and Here To Serve Technology, LLC. The third subsidiary of the Company, Here To Serve Georgia Waste Division, LLC had no operations during the period. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period consolidated financial statements.

Cash and Cash Equivalents

Here To Serve Holding Corp considers all highly liquid investments with maturities of three months or less to be cash equivalents. At September 30, 2014 the Company had $384,166. 3

Deferred Revenue

The Company’s Missouri Waste Division bills one month in advance for the following three months. The balance in deferred revenue represents amounts billed in July, August and September for services that will be provided during October, November and December.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable, other liabilities, accrued interest, notes payable, and an amount due to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of long-lived assets

The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the year ending September 30, 2014, the Company experienced no losses due to impairment.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that based on available evidence, which are not expected to be realized.

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounts Receivable

At September 30, 2014 the Company had $689,716 of trade receivables. Here to Serve – Missouri Waste Division, LLC, primarily owns these trade receivables.

Allowance for Doubtful Accounts

The Company provides an allowance for doubtful accounts equal to the estimated collection losses that will be incurred in collection of receivable related to commercial project invoices. The estimated losses are based on managements’ evaluation of outstanding accounts receivable at the end of the accounting period. At September 30, 2014, no such allowance was recorded.

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Intangible Assets

Intangible assets consist of assets acquired and costs incurred in connection with the development of the Company’s capitalized software. See note below. The Company also has intangible assets related to the purchase of Meridian Waste Services, LLC. See Note 4 below.

Capitalized Software

The company acquired a software product that is under further development. This asset will be amortized over a three to five year period using the straight-line method of depreciation for book purposes beginning when the software is completed.

Revenue Recognition

The Company recognizes revenue when there is persuasive evidence of that an arrangement exists, the revenue is fixed or determinable, the products are fully delivered or services have been provided and collection is reasonably assured.

Concentration of Credit Risks

The Company maintains its cash and cash equivalents in bank deposit accounts, which could, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. A diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At September 30, 2014 the Company had a series of convertible notes outstanding that could be converted into approximately 14,488,784 common shares. These are not presented in the statement of operations since the company incurred a loss and the effect of these shares is anti- dilutive.

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Recent Accounting Pronouncements

Here To Serve Holding Corp. , does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment, including purchased and developed software is recorded at cost. The Company has depreciated or amortized these assets using the straight-line method over the useful lives of the asset. The useful lives are estimated to be between 2 and 7 years.

Property and equipment consisted of the following:

Furniture & office equipment	$	334,265
Containers		2,837,315
Trucks		4,992,329
Total Property and Equipment		8,163,909
Less: Accumulated Depreciation		(580,695	)
Net Property and Equipment	$	7,583,214

NOTE 5 – ACQUISITION

On May 15, 2014, the Company entered into an asset purchase agreement by and among the Company, HTSWD, Meridian Waste Services, LLC (“MWS”) and the members of MWS, pursuant to which HTSWD acquired certain assets and liabilities of MWS, in exchange for $11,500,000 cash, 13,191,667 shares of Class A Common Stock of HTSHC and 71,210 shares of Series B Cumulative Convertible Preferred Stock of HTSHC.

The purchase of MWS included the acquisition of assets of $22,532,242 and liabilities of $1,932,492. The aggregate purchase price consisted of the following:

Cash		11,500,000
Estimated value of common stock issued to sellers		1,978,750
Estimated value of preferred stock issued to sellers		7,121,000
	$	20,599,750

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 5 – ACQUISITION (CONTINUED)

The following table summarizes the estimated fair value of MWS assets acquired and liabilities assumed at the date of acquisition:

Cash	$	500,000
Accounts receivable		632,322
Prepaid expenses		123,544
Deposits		8,303
Containers		2,710,671
Furniture and equipment		299,450
Trucks		4,100,500
Customer lists		14,007,452
Non-compete agreement		150,000
Accounts payable and accrued expenses		(54,387	)
Deferred revenue		(1,878,105	)
	$	20,599,750

NOTE 6 – NOTES PAYABLE

The Company issued two promissory notes during the nine month period ended September 30, 2014. These notes totaled $200,000 and are generally convertible into common stock of the Company at discounts of 10 % to 20% of the lowest average trading prices for the stock during periods five to one day prior to the conversion date. These notes bears interest at 6% to 8%, are unsecured, and matures within one year of the date issued. The notes were issued to provide working capital for the Company.

The Company has issued a series of one year convertible promissory notes to finance operations. The notes were sold to Machiavelli Ltd. LLC and generally earned interest at 8%, and could be convertible into common stock of the Company at a discount 35% of the lowest average trading prices for the stock during periods five to three days prior to the conversion date. A number of these notes were converted into stock. The notes included a default interest rate of 12% if not paid at maturity or converted to common stock. All but four of the notes went to default. Total outstanding on these notes was $ 259,900 as of September 30, 2014. Due to the conversion feature included in the notes, the Company has recorded a premium expense on the notes totaling $67,253 and $197,021 as of September 30, 2014 and September 30, 2013, respectively. These amounts have been deducted as interest expense by the Company.

The Company also issued additional notes to other related parties prior to September 30, 2014. Two of these notes were issued to employees for services. James Canouse received note for $200,000 and J. N. Carter received a note for $20,000. The Canouse note had a premium expense of $107,692 and the Carter note had a premium expense of $10,769. In March 2011 Mr. Canouse converted $53,237 of his note to common stock.

At September 30, 2014 the Company had $844,396 outstanding in convertible notes.

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 6 – NOTES PAYABLE (CONTINUED)

At September 30, 2014, Here To Serve – Missouri Waste Division, LLC, a subsidiary of the Company, had $10,547,544 in Debt, of which $1,195,333 is current and $9,352,211 is long term. $1,475,000 were notes Payable to the Sellers of Meridian as sub-debt and $9,072,544 in Long Term Debt payable to Comerica Bank, the Company’s Senior Lender. At close, the notes payable to the sellers were five-year term sub-debt loans paying interest at 8%. The Company’s Senior Secured Loan was a 4.75% two-year term based on a seven-year amortization schedule. In addition, the Company had a working capital line of credit of $1,250,000 at 4.75%. Finally, there is CAPEX line of credit of $750,000, of which the Company has drawn down $115,000 at close; again at 4.75% interest.

NOTE 7 – STOCK HOLDERS’ EQUITY

The Company has 400,000,000 shares of common stock authorized with a par value of $0.001 and 2,000,000 shares of Preferred stock with a par value of $0.001. As of September 30, 2014 there are 57,699,917 common shares outstanding and 2,071,120 of Preferred shares outstanding. During the year ended September 30, 2014, the company issued 3,344,142 shares of common stock in connection with note conversions and 3,207,288 shares to consultants for services. In May, 2014, the company issued 13,191,666 shares and 71,120 shares of Preferred B shares in connection with the acquisition of subsidiary.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company has leased office space at 12540 Broadwell Rd., Suite 1203 Milton, GA 30004.

NOTE 9 – INCOME TAXES

As of September 30, 2014, the Company had net operating loss carry forwards of approximately $7,630,000 that may be available to reduce our tax liability in future years. We estimate the benefits of this loss carry forward at $2,670,000 if the Company produces sufficient taxable income. No adjustments to the financial statements have been recorded for this potential tax benefit.

NOTE 10 – FAIR VALUE MEASUREMENT

nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until 2009.

ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. Further

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 10 – FAIR VALUE MEASUREMENT (CONTINUED)

new authoritative accounting guidance (ASU No. 2009-05) under ASC Topic 820, provides clarification that in circumstances in which a quoted price in an active market for the

identical liabilities is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update.

The standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

Level 1 – Quoted prices in active markets for identical assets and liabilities.

Level 2 – Input other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The following table sets forth the liabilities at September 30, 2014, which is recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement:

Description	9/30/2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Convertible promissory note with embedded conversion option	$	568,146	$	-	$	-	$	568,146
Total	$	568,146	$	-	$	-	$	568,146

NOTE 11 – LEASES

The Company’s subsidiary Here to Serve Missouri Waste Division, LLC leases its office and warehouse facilities. The lease agreement commenced September 1, 2010 and expires

August 30, 2017. This lease was assigned to the Company when the subsidiary purchased Meridian Waste Services, LLC on May 16, 2014. Future minimum lease payments at September 30, 2014 are as follows:

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 11 – LEASES (CONTINUED)

2014	$	66,479
2015		271,915
2016		277,915
2017		283,915
Thereafter		-

Total		900,224

Rent expense amounted to $88,973 for the year ended September 30, 2014.

NOTE 12 – BONDING

In connection with its normal activities, the Company may be required to acquire a Performance bond on contracts with customers. There were not any performance bonds required for the year ended September 30, 2014.

NOTE 13 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30th, 2014 through the date these financial statements were issued and has determined that the following would be included as subsequent events.

Membership Interest Purchase Agreement

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 Corp., a Delaware corporation, as seller (“Here to Serve”), the Company, as parent, Brooklyn Cheesecake & Dessert Acquisition Corp., a wholly-owned subsidiary of the Company, as buyer (the “Acquisition Corp.”), the Chief Executive Officer of the Company (the “Company Executive”), the majority shareholder of the Company (the “Company Majority Shareholder”) and certain shareholders of Seller (the “Seller Shareholders”), pursuant to which the Acquisition Corp shall acquire from Here to Serve all of Here to Serve’s right, title 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 Waste 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 to Here to Serve 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 Here to Serve (“Here to Serve’s Class A Preferred

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 13 – SUBSEQUENT EVENTS (CONTINUED)

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 Here to Serve (Here to Serve’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 Stock and the Class B Preferred Stock are referred to as the “Purchase Price Shares;”), and (iv) the Company shall assume certain assumed liabilities (the “Initial Consideration”).

As further consideration, at the closing of the transaction contemplated under the Purchase Agreement, (i) in satisfaction of all accounts payable and shareholder loans, Here to Serve will pay to Company Majority Shareholder $70,000 and (ii) Here to Serve 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 Here to Serve at or upon closing of the Purchase Agreement: (i) shares of common stock of Here to Serve 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 Here to Serve’s Class A Preferred Stock will be cancelled; and (iii) 71,120 shares of Here to Serve’s Class B Preferred Stock will be cancelled (the “Additional Consideration”).

In addition to the foregoing, the closing of the Purchase Agreement is contingent upon the satisfaction of the closing conditions set forth in the Purchase Agreement. The closing of the Purchase Agreement will result in a change of control of Brooklyn Cheesecake & Desserts Company, Inc.

CLOSING OF THE AGREEMENT

As described above, on October 17, 2014, the Company entered into the Purchase Agreement which resulted in the Company acquiring the LLC Membership Interests. In exchange, the Company issued to the entities described above, their designees or assigns, the Initial Consideration and the Additional Consideration.

The directors and majority shareholders of the Company have approved the Purchase Agreement and the transactions contemplated under the Purchase Agreement. The directors of Here to Serve and the Here to Serve Shareholders have approved the Purchase Agreement and the transactions contemplated thereunder. Immediately following the above described transactions, the Company changed its business plan to that of Here to Serve.

Exhibit 99.2

MERIDIAN WASTE SERVICES, LLC

Financial Statements

For the Years Ended December 31, 2013 and 2012

MERIDIAN WASTE SERVICES, LLC

Table of Contents

For the Years Ended December 31, 2013 and 2012

FINANCIAL STATEMENTS		Page

	Report of Independent Registered Public Accounting Firm	1

	Balance Sheets	2

	Statements of Income	4

	Statements of Members' Equity	5

	Statements of Cash Flows	6

	Notes to Financial Statements	7 - 14

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholder and Board of Directors

Meridian Waste Services, LLC

We have audited the accompanying balance sheets of Meridian Waste Services, LLC as of December 31, 2013 and 2012 and the related statements of operations, changes in members’ equity, and cash flows for each of the two years in the period ended December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Meridian Waste Services, LLC as of December 31, 2013 and 2012 and the results of their operations and their cash flows for the each of the two years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

/s/ D’Arelli Pruzansky, P.A.

Certified Public Accountants

Boca Raton, Florida

August 7, 2014

MERIDIAN WASTE SERVICES, LLC

Balance Sheets

December 31,

ASSETS
	2013		2012

CURRENT ASSETS
Cash	$	1,461,372	$	1,646,556
Accounts receivable, less allowances for doubtful		440,569		343,962
accounts of $42,509 in 2013 and $0 in 2012
Employee Advances		2,000		-
Note receivable - related party		75,000		202
Prepaid expenses		81,128		68,459
Prepaid insurance		108,393		48,822


Total Current Assets		2,168,462		2,108,001

PROPERTY AND EQUIPMENT
Equipment and fixtures		116,429		69,162
Furniture and fixtures		18,351		18,351
Containers, carts, and roll off		3,568,631		2,727,517
Vehicles		8,887,425		7,686,624

Total Property and Equipment		12,590,836		10,501,654
Less: accumulated depreciation		7,780,233		6,364,005

Net Property and Equipment		4,810,603		4,137,649

OTHER ASSETS
Loan to member		50,000		-
Deposits		8,303		8,303

Total Other Assets		58,303		8,303

TOTAL ASSETS	$	7,037,368	$	6,253,953

MERIDIAN WASTE SERVICES, LLC

Balance Sheets - continued

December 31,

LIABILITIES AND MEMBERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	239,739	$	161,660
Accrued payroll and payroll tax		94,620		69,595
Current portion of long-term liabilities		1,211,299		1,042,664
Deferred revenue		1,910,465		1,744,578
Deposit		25,000		-
Loan from member		25,000		-

Total Current Liabilities		3,506,123		3,018,497

LONG-TERM LIABILITIES
Long-term liabilities, less current maturities		1,991,508		1,957,365

Total Liabilities		5,497,631		4,975,862

MEMBERS' EQUITY		1,539,737		1,278,091

Total Members' Equity		1,539,737		1,278,091

TOTAL LIABILITIES AND MEMBERS' EQUITY	$	7,037,368	$	6,253,953

MERIDIAN WASTE SERVICES, LLC

Statements of Income

For the Years Ended December 31,

	2013			2012
	Amount			Amount

Service revenues	$	11,247,773		$	10,076,570
Recycling income		102,099			173,204
Total Income		11,349,872			10,249,774

Cost of Services		8,380,287			7,521,583

Gross Profit		2,969,585			2,728,191

General and Administrative Expenses
Compensation and related expenses		703,688			612,578
Rent expense		249,793			134,778
Advertising expense		95,403			116,187
Depreciation expense		13,541			10,232
Other general and administrative expenses		524,197			437,256

Total General and Administrative Expenses		1,586,622			1,311,031

Income from Operations		1,382,963			1,417,160

Other Income (Expense)
Miscellaneous income		6,995			2,605
Interest income		-			1,004
Gain(Loss) on disposal of assets		(6,250	)		15,134
Political contributions		-			(300	)
Loss on bad loans		(403	)		(110,006	)
Interest expense		(146,659	)		(159,964	)

Total Other Income (Expense)		(146,317	)		(251,527	)

NET INCOME	$	1,236,646		$	1,165,633

MERIDIAN WASTE SERVICES, LLC

Statements of Changes in Members' Equity

For the Years Ended December 31, 2013 and 2012

Members' Equity - December 31, 2011	$	1,192,458

Net Income		1,165,633

Shareholder Distributions		(1,080,000	)

Members' Equity - December 31, 2012		1,278,091

Net Income		1,236,646

Shareholder Distributions		(975,000	)

Members' Equity - December 31, 2013	$	1,539,737

MERIDIAN WASTE SERVICES, LLC

Statements of Cash Flows

For the Years Ended December 31

	2013			2012

Cash Flows from Operating Activities
Net income	$	1,236,646		$	1,165,633
Adjustments to reconcile net income to net cash
provided by operating activities
Allowance for doubtful accounts		42,509
Depreciation and amortization		1,424,979			1,553,121
Change in assets - (increase) decrease
Accounts receivable		(139,117	)		(73,290	)
Other receivables		(76,798	)		75,021
Prepaid insurance		(59,571	)		6,689
Prepaid expenses		(12,669	)		(9,241	)
Loan to member		(50,000	)
Letter of credit		-			50,297
Deposits		-			5,000
Gain/Loss on sale of asset		6,250			(15,134	)
Change in liabilities - increase (decrease)
Accounts payable		78,077			89,899
Accrued expenses		-			(9,203	)
Accrued payroll and payroll taxes		25,025			17,358
Deferred revenue		165,887			(56,854	)
Deposit		25,000			-
Total Adjustments		1,429,572			1,633,663

Net Cash Provided by Operating Activities		2,666,218			2,799,296

Cash Flows from Investing Activities
Proceeds from sale of fixed assets		12,415			53,622
Purchase of property and equipment		(705,607	)		(188,219	)
Net Cash Used in Investing Activities		(693,192	)		(134,597	)

Cash Flows from Financing Activities
Member distributions		(975,000	)		(1,080,000	)
Loan from member		25,000
Principal payments on notes		(1,208,210	)		(1,151,370	)
Net Cash Used in Financing Activities		(2,158,210	)		(2,231,370	)

Net Increase (Decrease) in Cash		(185,184	)		433,329

Cash - Beginning of Year		1,646,556			1,213,227

Cash - End of Year	$	1,461,372		$	1,646,556

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS – The Company was organized December 9, 2004 as a Limited Liability Company under the laws of the State of Missouri. The Company is taxed as an S Corporation. Meridian Waste Services LLC (the Company) is primarily in the business of residential and commercial waste hauling and has contracts with various cities and municipalities. The majority of the Company’s customers are located in the St. Louis metropolitan area.

BASIS OF ACCOUNTING - The Company follows accounting principles generally accepted in the United States of America, accordingly it utilizes the accrual method of accounting whereby revenues are recorded when earned and expenses are recorded when incurred.

CONCENTRATIONS OF RISK – The Company maintains its cash balances at one financial institution located in St. Louis, MO. At various times during the year the account balances exceed the Federally insured limits. The Company has not experienced any losses on the accounts and management believes it is not exposed to any significant risk on cash.

The Company has significant revenue with two major municipal customers. These customers accounted for approximately 52.66% and 57.83% of revenue for the years ended December 31, 2013 and 2012, respectively.

	2013			2012

Customer A		31.58	%		34.72	%
Customer B		21.08	%		23.11	%
		52.66	%		57.83	%

CASH AND CASH EQUIVALENTS – For purposes of the statement of cash flows, the Company considers money market funds, certificates of deposit, Treasury bills, and any other short-term debt securities with a maturity of three months or less at the time of purchase to be cash equivalents.

USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

INCOME TAXES – The members elected to have the Company’s income taxed as an “S” Corporation under provisions of the Internal Revenue Code; therefore, taxable income or loss is reported to the individual members for inclusion on their personal tax returns. No provision for federal and state income taxes is included in these statements.

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

ACCOUNTS RECEIVABLE – Accounts receivable is carried at the original invoice amount. Customers are billed every three months in advance and payment is due the 15th of the first month of their billing cycle. If payment is not received, the customer is placed on stop service. The previous billing cycle is reviewed for stop service accounts. Uncollected accounts are written off at that time and charged directly against revenue.

Accounts receivable aging at December 31:

	2013			2012

0-30 days	$	398,767		$	308,338
31-60 days		19,796			17,813
61-90 days		7,836			5,680
Over 90 days		56,679			12,131
Allowance		(42,509	)		-
	$	440,569		$	343,962

ALLOWANCE FOR DOUBTFUL ACCOUNTS – The Company provides an allowance for doubtful accounts equal to the estimated collection losses that will be incurred in collection of receivables related to commercial project invoices. The estimated losses are based on managements’ evaluation of outstanding accounts receivable at the end of the year. Allowance for doubtful accounts was $42,509 and $0 at December 31, 2013 and 2012, respectively.

PREPAID EXPENSES – The Company prepays and amortizes the costs of sponsorship agreements and calendar costs over 12 months. Software support agreements are amortized over 12 months. The cost of performance bonds are amortized over 12 months. Prepaid expenses at December 31, 2013 and 2012 respectively, consisted of the following:

	2013		2012

Advertising	$	50,492	$	34,146
Software support		7,240		5,320
Performance bonds		23,396		19,184
Rent	$	-	$	9,809
		81,128		68,459

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

PROPERTY AND EQUIPMENT - Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the following estimated useful lives of the assets.

		YEARS
Trucks		5 years
Containers and carts		7 years
Leasehold Improvements		7-15 years
Furniture and equipment		5-7 years
Office equipment		3-7 years

Depreciation expense amounted to $1,424,979 and $1,553,121 for the years ended December 31, 2013 and 2012, respectively.

Expenditures for major renewals and betterment that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

IMPAIRMENT OF LONG-LIVED ASSETS – In accordance with Accounting Standards Codification 360-10, “Property, Plant and Equipment”, the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. As of December 31, 2013 and 2012, the Company did not impair any long-lived assets.

FAIR VALUE OF FINANCIAL INSTRUMENTS – The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (and exit price0 in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company’s financial statements.

ASC 820 also describes three levels of inputs that may be used to measure fair value:

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Financial instruments consist principally of cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities and other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. The fair value of long-term debt

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

ADVERTISING - The Company expenses advertising costs as they are incurred except for Sponsorship and calendar costs which is capitalized and amortized over 12 months. Advertising expense amounted to $95,403 and $116,187 for the years ended December 31, 2013 and 2012, respectively.

REVENUE RECOGNITION – Our revenues are generated from the fees we charge for waste collection, transfer, disposal and recycling. The fees charged for our services are generally defined in our service agreements and vary based on contract-specific terms such as frequency of service, weight, volume and the general market factors influencing a region’s rates. We generally recognize revenue as services are performed.

DEFERRED REVENUE – The Company bills one month in advance for the following three months. The balance in this account consists of amounts billed in October, November, and December for:

	2013		2012

January	$	812,515	$	735,865
February		655,837		610,047
March		442,113		398,666
	$	1,910,465	$	1,744,578

COST OF SERVICES – Costs of services includes expenses that are directly attributable to generating service revenues. Cost of services at December 31, 2013 and 2012 respectively, consisted of the following:

	2013		2012

Labor costs	$	2,772,312	$	2,514,803
Landfill costs		1,541,692		1,228,786
Depreciation		1,411,438		1,542,889
Fuel costs		1,113,879		1,000,096
Repairs and maintenance		1,037,037		870,726
Vehicle insurance		164,331		83,281
Property taxes		147,046		130,881
Other direct costs				150,121
	$	8,380,287	$	7,521,583

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE B - LONG-TERM DEBT

Long-term debt consists of the following:

	2013		2012
Notes payable in monthly installments to 1st Source Bank totaling $31,405, including interest at 6%, secured by equipment. Maturing from 2014 to 2016.	$	761,994	$	1,082,162

Note Payable to Ford Motor Credit, interest at 5%, monthly payments of $1,165, matures August 2015, secured by vehicle.		21,405		33,983

Note Payable to KIA Motors, interest at 4.9%, monthly payments of $401, matures August 2015, secured by a vehicle.		7,940		12,753

Notes Payable in monthly installments to TCF Equipment Finance totaling $41,755, including interest ranging from 4.42% to 4.67%, secured by equipment. Maturing from 2014 to 2017.		1,157,327		1,080,188

Notes Payable in monthly installments to Wells Fargo Equipment Finance, Inc. totaling $27,271, including interest ranging from 4.75% to 4.95%, secured by equipment. Maturing from 2014 to 2017.		733,090		537,587

Notes Payable in monthly installments to US Bank Equipment Finance totaling $14,490, including interest ranging from 4.25% to 5.25%, secured by equipment. Maturing from 2016 to 2017.		521,051		253,356

TOTAL DEBT		3,202,807		3,000,029

Less current maturities		1,211,299		1,042,664

TOTAL LONG-TERM DEBT	$	1,991,508	$	1,957,365

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE B - LONG-TERM DEBT – CONTINUED

The aggregate principal maturities of long-term debt at December 31, 2013 are as follows:

2014	$	1,211,299
2015		1,129,965
2016		671,948
2017		189,595
Thereafter		-

TOTAL DEBT	$	3,202,807

NOTE C - RELATED PARTY TRANSACTIONS

As of December 31, 2013, the Company had a demand note receivable with an outstanding balance of $75,000 from BRK Holding LLC which is owned by the Company’s members.

As of December 31, 2013, the Company had a demand note receivable with an outstanding balance of $50,000 from J. Reich, a member of the Company.

In September of 2013, C. Barcom, an officer of the Company, made a loan to the Company of $25,000. Repayment is due upon demand.

NOTE D - LEASES

The Company leases its office and warehouse facilities. The lease agreement commenced September 1, 2010 and expires August 30, 2017. Future minimum lease payments at December 31, 2013 are as follows:

2014	$	265,915
2015		271,915
2016		277,915
2017		283,915
Thereafter		-

TOTAL	$	1,099,660

Rent expense amounted to $249,793 and $134,778 for the years ended December 31, 2013 and 2012, respectively.

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE E - COMPENSATED ABSENCES

Employees are entitled to holiday and vacation time throughout the year based on length of service. Unused vacation time is paid to employees at the end of employment. Accrued vacation pay at December 31, 2013 and 2012 was deemed immaterial and not accrued.

NOTE F – CASH FLOW INFORMATION

Operating activities reflect interest paid of $146,659 and $159,964 during 2013 and 2012, respectively.

Noncash investing and financing activity during 2013 and 2012:

	2013		2012
Acquisition of equipment
Cost of equipment	$	2,058,359	$	1,815,160
Less notes payable		1,352,752		1,626,941

Cash payments for equipment	$	705,607	$	188,219

NOTE G – COMMITMENTS AND CONTINGENCIES

The Company is involved in various claims against the Company, arising in the normal course of business. Management believes that their insurance coverage will be sufficient to pay potential liabilities, if any.

NOTE H – BONDING

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE I – NEW ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial Accounting Standards Board issued an Accounting Standards Update to the Comprehensive Income Topic in the Accounting Standards Codifications. This update requires separate presentation of the components that are reclassified out of accumulated other comprehensive income either on the face of the financial statements or in the notes to the financial statements. This update also requires companies to disclose the income statement line items impacted by any significant reclassifications, such as the gains and losses on cash flow hedges and defined benefit pension adjustments. The adoption of the standard did not have an impact on our consolidated financial condition, results of operations or cash flows.

Other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

NOTE J – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through July 16, 2014, the date the financial statements were available to be issued.

On May 15, 2014 the Company signed an asset purchase agreement with Here To Serve – Missouri Waste Division, LLC, a Missouri limited liability company. A down payment has been received in the amount of $25,000 which is recorded as a current liability on the Company’s books.

Exhibit 99.3

Here To Serve Holding Corp.

Balance Sheets

	September 30, 2013			September 30, 2012
ASSETS
Current Assets
Cash	$	495		$	9,615
Advances To Officers		-			17,254
Total Current Assets		495			26,869

Property and Equipment, net of accumulated depreciation
of $7,090 and $4,389, respectively		-			2,701

Other Assets
Capitalized Software		279,608			-
Purchased Software, net of accumulated
amortization of $0 and $19,814, respectively.		-			2,414
Total Other Assets		279,608			2,414

TOTAL ASSETS	$	280,103		$	31,984

LIABILITIES & SHAREHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts Payable	$	442		$	10,691
Accrued Salaries		-			66,300
Convertible Notes Payable		578,306			616,767
Accrued Interest Payable		166,619			92,988
Notes due related parties		550,929			334,262
Other Current Liabilities		14,208			2,519
Total Current Liabilities		1,310,504			1,123,527

Shareholders' Deficit
Preferred Stock - Par Value $.001,Authorized 2,000,000, Outstanding 2,000,000 and 2,000,000, respectively		2,000			2,000
Common Stock - Par Value $0.001, Authorized 400,000,000, Outstanding 25,020,704 and 4,863,495, respectively		25,021			4,864
Additional Paid iIn Capital		2,728,977			2,489,087
Accumulated Deficit		(3,786,399	)		(3,587,494	)
Total Shareholder's Deficit		(1,030,401	)		(1,091,543	)
TOTAL LIABILITIES & SHAREHOLDERS' DEFICIT	$	280,103		$	31,984

See accompanying notes to financial statements.

Here To Serve Holding Corp.

Statements of Operations

For the Year Ended September 30,

Income	2013			2012
Revenue
Software sales	$	6,128		$	21,966
Consulting services		38,624			69,900
Other income		3,267			326
Total Revenue		48,019			92,192

Expense
Compensation and Related Expense		21,139			230,712
Depreciation and Amortization		9,571			97,807
Branch Office Expense		-			8,096
Professional Services		8,330			45,078
Information Processing Expense		12,801			37,223
Marketing Expense		15,904			18,639
Bank, Brokerage, and Credit Card Expense		3,219			6,070
Impairment Expense		-			214,440
Product Development Expense		50,290			1,781
Communication Expense		4,131			4,601
State & Local Taxes		1,698			2,435
Travel & Entertainment		24			5,395
Dues and Subscriptions		316			2,328
Miscellaneous expenses		-			2,764
Bad Debts		-			34,675
Total Expenses		127,423			712,044

Loss From Operations		(79,404	)		(619,852	)

Other Expenses
Loss on Note Conversions		-			61,141
Interest Expense		119,501			89,794
Loss on Sale of Marketable Securities		-			5,703
		119,501			156,638

Net Loss before income taxes	$	(198,905	)	$	(776,490	)

Income tax expense		-			-

Net Loss		(198,905	)		(776,490	)

Basic and Diluted Net Loss Per Share	$	(0.02	)	$	(0.31	)

Weighted Average Number Of Shares Outstanding (Basic and Diluted)		11,496,462			2,515,516

See accompanying notes to financial statements.

Here To Serve Holding Corp.

Statements of Shareholders' Deficit

For The Years Ended September 30, 2013 and 2012

	Common Shares			Common Stock, Par		Preferred Shares		Preferred Stock, Par		Additonal Paid in Capital		Accumulated Deficit			Total

Balance September 30, 2011		906,724		$	907		2,000,000	$	2,000	$	1,378,337	$	(2,811,004	)	$	(1,429,760	)
Common stock issued in connection with debt conversions		1,859,271			1,859		-		-		398,697		-			400,556
Common stock issued to employees and officers		150,000			150		-		-		119,850		-			120,000
Common stock issued to vendors for settlement of accounts payable		20,000			20		-		-		7,680		-			7,700
Common stock issued for cash		1,927,500			1,928		-		-		188,573		-			190,501
Accrued salaries forgiven- former officer		-			-		-		-		395,950		-			395,950
Net loss		-			-		-		-		-		(776,490	)		(776,490	)
Balance September 30, 2012		4,863,495		$	4,864		2,000,000	$	2,000	$	2,489,087	$	(3,587,494	)	$	(1,091,543	)


Common stock issued in connection with debt conversions		1,121,500			1,121		-		-		41,545		-			42,666
Common stock issued to employees and officers		13,100,000			13,100		-		-		55,200		-			68,300
Common stock issued to vendors for settlement of accounts payable		500,000			500		-		-		9,500		-			10,000
Common stock issued to acquire software products		4,285,714			4,286		-		-		92,743		-			97,029
Common stock issued for cash		1,150,000			1,150		-		-		16,350		-			17,500
Accrued expenses forgiven- former officer		-			-		-		-		24,552		-			24,552
Fractional shares cancelled due to reverse stock split		(5	)		-		-		-		-		-			-
Net loss		-			-		-		-		-		(198,905	)		(198,905	)
Balance September 30, 2013		25,020,704		$	25,021		2,000,000	$	2,000	$	2,728,977	$	(3,786,399	)	$	(1,030,401	)

See accompanying notes to financial statements.

Here To Serve Holding Corp.

Statements of Cash Flows

For the Years Ended September 30, 2013 and 2012

	2013			2012
OPERATING ACTIVITIES
Net loss from operations	$	(198,905	)	$	(776,490	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation & Amortization		9,571			97,807
Stock issued to vendors for service		10,000			7,700
Stock based compensation		2,000			120,000
Premium Expense		41,666			11,846
Loss on note conversions		-			61,141
Impairment Expense		-			214,440
Note for services		-			20,000
Loss on sale of marketable securities		-			5,703
Bad debt expense		-			34,675
Changes in working capital items:
Accounts payable		14,053			1,634
Accounts receivable		-			(3,175	)
Advances to officers		17,254			(17,254	)
Other current liabilities		11,689			1,339
Accrued interest payable		73,631			79,244
Cash flow from operating activities	$	(19,041	)	$	(141,390	)

INVESTING ACTIVITIES
Proceeds from sale of marketable securities		-			19,297
Purchased capitalized software		-			(76,914	)
Purchased equipment		-			(795	)
Purchased software		(7,579	)		(44	)
Cash flow from investing activities	$	(7,579	)	$	(58,456	)

FINANCING ACTIVITIES
Proceeds from common stock sold		17,500			190,501
Related party loans		-			-
Cash Contributed Officer		-			-
Cash flow from financing activities	$	17,500		$	190,501

Net change in cash		(9,120	)		(9,345	)
Beginning cash		9,615			18,960
Ending Cash	$	495		$	9,615

Supplemental disclosure of cash flow information:
Cash paid for income taxes		-			-
Cash paid for interest		-			-

Supplemental Non-Cash Investing and Financing Information:
Common stock issued in connection with debt conversions		41,544			339,416
Common stock issued to employees and officers		66,300			-
Common stock issued to vendors for settlement of accounts payable		-			-
Common stock issued to acquire software products		97,029			-
Debt forgiveness former officer.		24,553			395,950

See accompanying notes to financial statements.

HERE TO SERVE HOLDING CORP.

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Nature of Business

Here To Serve Holding Corp. f/k/a F3 Technologies, Inc. (“the Company” or “Here To Serve,”) was incorporated in the State of Delaware on September 22, 1983. In 2013, the Company changed its name to Here To Serve Holding Corp.

Here To Serve is an Atlanta based Software-as-a-Service (SaaS) development company and application service provider that offers innovative on-demand web and mobile solutions to businesses and consumers.

Here To Serve Holding Corp. began operations in March 2002. Until 2009, the Company focused on developing software, implementing its initial marketing strategy, and building customer relationships. In 2009, the Company transitioned to a “public business entity” when its stock began trading on the OTC Market exchange under the symbol FTCH, and took initial steps to raise adequate capital to complete its business plan. Over the next several years, the Company completed a number of successful software development contracts but failed to finalize development of its own primary priority products. As a result, revenue declined and capital market confidence in the Company diminished. On September 05, 2013, the CEO and Secretary of Here To Serve Holding Corp. was replaced.

Effective April 30, 2013 the Company affected a 1 for 200 reverse stock split, reducing the number of issued and outstanding common shares from 1,546,999,105 to approximately 7,734,984. The effect of this reverse stock split have been applied retroactively for all periods presented.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

Cash and Cash Equivalents

Here To Serve considers all highly liquid investments with maturities of three months or less to be cash equivalents. At September 30, 2013 and September 30, 2012, the Company had $495 and $9,615 of cash, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts payable, other liabilities, accrued interest, notes payable, and an amount due to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income taxes

The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities

HERE TO SERVE HOLDING CORP.

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions will be highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. Management has not yet determined for which tax years the Company may have unfiled tax returns. Therefore, as of September 30, 2013, all tax years ending September 30, 2012 and prior may be subject to audit.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in 2013 and 2012 include stock-based compensation, and the useful lives and valuation of property and equipment and intangible assets.

Accounts Receivable

The Company had no accounts receivable, at September 30, 2013 and 2012.

Intangible Assets

Intangible assets consist of assets acquired and costs incurred in connection with the development of the Company’s capitalized software.

Revenue Recognition

The Company recognizes revenue when there is persuasive evidence that an arrangement exists, the revenue is fixed or determinable, the products are fully delivered or services have been provided and collection is reasonably assured

HERE TO SERVE HOLDING CORP.

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of long-lived assets

The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company charges $214,440 to impairment expense in the year ended September 30, 2012.

Concentration of Credit Risks

The Company maintains its cash and cash equivalents in bank deposit accounts, which could, at times, exceed federally insured limits. The Company has not had balances exceeding such limits and has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. The Company reviews the credit worthiness of its banks on a periodic basis.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At September 30, 2013 the Company had a series of convertible notes outstanding that could be converted into approximately 39,170,000 common shares. These are not included in the diluted shares outstanding since the company incurred a loss and the effect of these shares would be anti-dilutive.

Stock-Based Compensation

Stock-based compensation to employees is accounted for at fair value in accordance with ASC Topic 718. Compensation for share-based payments to employees is based on their grant date fair value from the beginning of the fiscal period in which the recognition provisions are first applied. In December 2012 the Company issued 150,000 shares of common stock to employees as incentive compensation. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Non-employee Stock-based Compensation

The cost of stock based compensation awards issued to non-employees for services are recorded at either fair value of the services rendered or the instrument issued in exchange for such services, whichever is more readily determinable, based on their grant-date fair value from the beginning of the fiscal period in which the recognition provisions are first applied.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

HERE TO SERVE HOLDING CORP.

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost. The Company has depreciated the equipment using the straight-line method over the useful lives of the equipment. The useful lives are estimated to be between 3 and 7 years.

At September 30, 2012 equipment consisted of:

	2013			2012
Equipment	$	7,090		$	7,090

Total Equipment		7,090			7,090
Less: Accumulated Depreciation	$	(7,090	)	$	(4,389	)
Equipment, net	$	-		$	2,701


Purchased Software	$	22,228		$	22,228

Total Purchased Software		22,228			22,228
Less: Accumulated Amortization	$	(22,228	)	$	(19,814	)
Purchased Software, net	$	-		$	2,414

NOTE 4 – NOTES RECEIVABLE

In June and August of 2010 the Company received two convertible notes receivable, totaling $62,000, from Tivus Inc., a public company, to formalize the amount due to the Company for work completed on Tivus’s website. In August 2011, November 2011, and June 2012 the Company converted $37,000 of the notes to common stock of Tivus and sold the stock at a loss of $16,568 on these transactions, of which $5,703 was recorded as of September 30, 2012. The remaining $25,000 was deemed uncollectible and could not be converted to common stock of Tivus. The Company recorded a charge to bad debt expense for $25,000 on September 30, 2012.NOTE 5 – CAPITALIZED SOFTWARE

The Company acquired a software product in September 2013, from Covi Point, LLC, a company owned by our CEO. This asset will be amortized over a three to five year period using a straight-line method of depreciation for book purposes once placed in service. The asset was purchased, for approximately $272,000, by the issuance of convertible notes in the amount of $175,000 and the issuance of 4,285,714 common shares of the Company to the shareholders of Covi.

The value of the assets of Covi were determined using the sellers original cost basis, which approximated the fair value of the consideration paid due to the related party nature of the transaction. The acquisition was accounted for as an asset purchase.

NOTE 6 – NOTE PAYABLE

Previously, beginning January 8, 2008 the Company issued a series of one year convertible promissory notes to finance operations. The notes were issued to a related party, generally earned interest at 8%, and could be

HERE TO SERVE HOLDING CORP.

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

NOTE 6 – NOTE PAYABLE (CONTINUED)

convertible into common stock of the Company at a discount 35% of the lowest average trading prices for the stock during periods five to three days prior to the conversion date. A number of these notes were converted into stock. The notes included a default interest rate of 12% if not paid at maturity or converted to common stock. All but four of the notes went to default. Total outstanding on these notes was $375,900 and $400,900 as of September 30, 2013 and 2012 respectively. Due to the conversion feature included in the notes, the Company has recorded a premium expense on the notes totaling $202,406 and $215,867 as of September 30, 2013 and 2012 respectively. These amounts have been included in interest expense by the Company at the time the notes were recorded.

The Company also issued three notes to related parties between June 2010 and April 2012. Two of these notes were issued to employees for services and totaled $220,000 with a premium of $118,461, which has also been included in interest expense by the Company at the time the notes were recorded. The third note, in the amount of $25,000, was issued for cash. This note had a premium of $37,500 which has been included in interest expense by the Company at the time the note was issued. The Company issued three promissory notes during the twelve month period ended September 30, 2013 to related parties as part of the acquisition of the Covi Point software product and notes. These notes totaled $175,000 and are generally convertible into common stock of the Company at discounts of 10 % to 20% of the lowest average trading prices for the stock during periods five to one day prior to the conversion date. These notes bears interest at 6% to 8%, are unsecured, and matures (including premium payable), within one year of the date issued. The Company recorded a premium expense on these notes totaling $41,667 at the time the notes were issued. This amount has been included in interest expense by the Company. Total outstanding on these notes was $579,166 and $362,499 as of September 30, 2013 and 2012 respectively.

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company has 400,000,000 shares of common stock authorized with a par value of $0.001 and 2,000,000 shares of Preferred stock with a par value of $0.001. Effective April 30, 2013 the Company effected a 1 for 200 reverse stock split. There were 25,020,704 common shares outstanding and 2,000,000 Preferred shares outstanding at September 30, 2013.

During the year ended September 30, 2012, the Company issued a total of 3,956,771 shares of common stock.

The Company issued 1,859,271 shares of common stock in connection with various debt conversions throughout the year. The notes payable were to be converted at a 35% discount to the average bid price on the three days prior to the date of conversion. The conversions prices ranged from $0.02 to $3.86. The conversions were not done at the agreed conversions terms resulting in an additional net loss of $61,141 for the year ended September 30, 2012, which has been recorded as other expenses.

The Company issued 150,000 shares of common stock to employees and officers, of which 25,000 shares were issued at $0.40 per share, the fair market value, and 125,000 shares at $0.88 per share, the fair market value, based on the current quoted trading price. The total amount recorded as compensation expense was $120,000.

The Company issued 20,000 shares of common stock, of which 5,000 shares were issues at $0.16 per share, the fair market value, and 15,000 shares at $0.46, the fair market value.

The Company sold 1,927,500 shares of common stock for cash, at prices ranging from $0.04 to $0.28 per share.

The Company eliminated $395,950 of accrued salaries payable to the former CEO in accordance with his debt settlement agreement. This was recorded against additional paid in capital.

HERE TO SERVE HOLDING CORP.

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

NOTE 7 – STOCKHOLDERS’ EQUITY (CONTINUED)

During the year ended September 30, 2013, the Company issued a total of 20,157,214 shares of common stock.

The Company issued 1,121,500 shares of common stock in connection with various debt conversions throughout the year. The notes payable were to be converted at a 35% discount to the average bid price on the three days prior to the date of conversion. The conversions price was $0.038.

The Company issued 13,000,000 shares of common stock to the former CEO, in exchange for settlement of accrued salaries. The shares were issued $0.0051 which is the fair market value at time of issuance.

The Company issued 100,000 shares of common stock to an employee, at $0.02 per share, the fair market value at the time of issuance.

The Company issued 500,000 shares of common stock to a vendor for settlement of accounts payable, at $0.02 per share, the fair market at the time of issuance.

The Company issued 4,285,714 shares of common stock as part of the acquisition of software products from Covi Point, LLC. See note 5. The shares were issued $0.0226, the fair market value at time of issuance

The Company sold 1,150,000 shares of common stock for cash, at $0.015 per share.

The Company mitigated $24,552 of expenses payable to the former CEO in accordance with his debt settlement agreement. This was recorded against additional paid in capital.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company has no leased office space at the present time. Management shares an office with Machiavelli Ltd.

LLC, a related party, in Alpharetta, Georgia and currently is not obligated to pay rent.

NOTE 9 – GOING CONCERN

As reflected in the accompanying financial statements, the Company had an accumulated deficit of $3,786,399 and a working capital deficit of $1,310,009 at September 30, 2013, net loss for the year ended September 30, 2013 of $198,905 and cash used in operations of $19,041. While the Company is attempting to increase sales, the growth has yet to achieve significant levels to fully support its daily operations. Management’s plans with regards to this going concern are as follows:

While the Company believes in the viability of its strategy to improve sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan and generate greater revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that the actions presently taken to further implement its business plan and general additional revenues provide the opportunity for the Company to continue as a going concern. The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues as of September 30, 2013 but was able to raise additional working capital in October 2013. See subsequent events.

HERE TO SERVE HOLDING CORP.

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

NOTE 10 - INCOME TAXES

The Company is not current in its tax filings as of September 30, 2013. Management estimates that the Company has net operating loss carry forwards for federal income tax purposes of approximately $2.1 million at September 30, 2013, the unused portion of which, if any, expires in year 2033. The Company accounts for income taxes under Accounting Standards Codification 740, Income Taxes “ASC 740”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Internal Revenue Code Section 382 “IRC 382” places a limitation on the amount of taxable income that can be offset by carry forwards after a change in control (generally greater than a 50% change in ownership).

The table below summarizes the difference between the Company’s effective tax rate and the statutory federal rate as follows for the periods ended September 30, 2013 and 2012:

	2013			2012

Computed "expected" expense (benefit)		(35	) %		(35	) %
State tax expense (benefit), net of federal effect		(5	) %		(5	) %
Stock based compensation		2	%		6	%
Convertible note premium and losses		7	%		4	%
Increase in valuation allowance		31	%		30	%

Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. The components of the net deferred tax assets for the years ended September 30, 2013 and 2012 were as follows:

Deferred tax assets:	2013			2012

Net operating loss carry forward		848,000			790,000
Total deferred tax asset		848,000			790,000
Less: valuation allowance		(848,000	)		(790,000	)
Net deferred tax asset		-			-

The Company has fully reserved the deferred tax asset due to substantial uncertainty of the realization of any tax assets in future periods. The valuation allowance was increased by $58,000 from the prior year.

HERE TO SERVE HOLDING CORP.

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

NOTE 11 – FAIR VALUE MEASUREMENT

The Company has adopted new guidance under ASC Topic 820, effective January 1, 2009. New authoritative accounting guidance (ASC Topic 820-10-15) under ASC Topic 820, Fair Value Measurement and Disclosures, delayed the effective date of ASC Topic 820-10 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until 2009.

Topic 820 provides clarification that in circumstances in which a quoted price in an active market for the identical liabilities is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update.

Level 1 – Quoted prices in active markets for identical assets and liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. There were no fair value transactions at September 30, 2013 and 2012. NOTE 12 – IMPAIRMENT OF ASSETS

During the twelve months ended September 30, 2012 the Company reviewed the status of internally developed software. Management concluded that the completion of the development program would be too expensive for the Company to absorb and that the projected final product may not be of competitive when compared to similar products developed by other companies. Accordingly, it was decided to terminate the project and expense the unamortized capitalized software of $214,440. The amount was charged against earnings for the twelve months ended September 30, 2012.

NOTE 13 – RELATED PARTY TRANSACTIONS

On September 10, 2012 the Company eliminated $395,950 of accrued salaries owed the former CEO.

In December 2012, the Company issued 125,000 shares of common stock to the former CEO as compensation.

The Company issued three notes to related parties between June 2010 and April 2012. Two of these notes were issued to employees for services and totaled $220,000 with a premium of $118,461, which has also been deducted as interest expense by the Company at the time the notes were recorded. The third note, in the amount of $25,000, was issued for cash. This note had a premium of $37,500 which has been deducted as interest expense by the Company at the time the note was issued. Total outstanding on these notes was $579,166 and $362,499 as of September 30, 2013 and 2012 respectively.

HERE TO SERVE HOLDING CORP.

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

NOTE 13 – RELATED PARTY TRANSACTIONS (CONTINUED)

On September 5, 2013 the Company replaced its CEO and Secretary. In the transaction the Company eliminated $24,553 of accrued expenses owed to the former CEO.

In June 2013 the former CEO of the Company, issued 13,000,000 shares of common stock to himself. This stock was subsequently transferred to Jeffrey Cosman upon his assumption as Chief Executive Officer of the Company. To date, the Company has not adopted a stock option plan and has not granted any stock options.

NOTE 14 – SUBSEQUENT EVENTS

On October 2, 2013 the Company issued a convertible note to a related party for $20,000. The note bears interest at 8%, is convertible into common stock of the Company, at a 25% discount to the three days average bid price on the three days prior to the date of conversion and matures within a year.

On October 29, 2013 the Company issued a convertible note to a related party for $100,000. The note bears interest at 10%, is convertible into common stock of the Company, at a 25% discount to the three days average bid price on the three days prior to the date of conversion and matures within a year.

On November 5, 2013 the Company changed the name to Here To Serve Holding Corp. Here To Serve is a Waste Management Company and Software as a Service (SaaS) platform provider that creates mobile and cloud based platforms and applications for industries ranging from law enforcement and municipalities to entertainment and B2B enterprises. Its products includes; Interactive Defense SystemTM, for law enforcement and other municipal departments; cConnectsTM, for efficient communication and fleet/asset management using mobile and web based portals; and FargoTubeTM (http://www.fargotube.com), a scalable and mobile platform for online distribution and social networking of entertainment professionals and their content.

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2013 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.

Exhibit 99.4

Brooklyn Cheesecake & Desserts Company, Inc.

Introduction to Unaudited Pro Forma Combined Financial Information

The following unaudited pro forma combined financial information is presented to estimate effects of our purchase of the LLC’s owned by Here to Serve Holding Corp.

On October 17, 2014 Brooklyn Cheesecake & Desserts Company, Inc. (the “Company”) entered into a membership interest purchase agreement with Here to Serve Holding Corp. (“HTSHC”) a Delaware Corporation and the shareholders of HTSHC, whereby the Company agreed to issue 9,054,134 shares of the Company for the interest in the following LLC’s: Here to Serve – Missouri Waste Division, LLC, Here to Serve Technology Division, LLC and Here to Serve – Georgia Waste Division (“LLC’s”). At closing, the Company issued 9,054,134 shares of the Company’s common stock to the HTSHC shareholders who obtained 89% voting control and management control of the Company. The financial statements of the Company and the consolidated financial statements of the LLC’s after the acquisition will include the balance sheets at historical cost, the historical results of the Company and the LLC’s and the results of the Company from the acquisition date.

Upon closing of the transaction, the Company’s officers and directors resigned and a new board of directors and new officer were appointed which consist of Jeff S. Cosman and Rachel M. Cosman. Following the closing, Mr. Cosman was also appointed as Chief Executive Officer and Chairman of the board of the Company and Mrs. Cosman was appointed as Secretary of the Company.

The unaudited pro forma combined financial information assumes the Membership Interest Purchase Agreement was consummated as of January 1, 2013. The financial statements of the Company included in the following unaudited pro forma combined financial information are derived from the audited financial statements of the Company for the year ending December 31, 2013 and the unaudited financial statements of the LLC’s for the same period. The pro forma combined financial information for the nine months ending September 30, 2014 are derived from unaudited financial statements of the Company and the LLC's for the nine months ending September 30, 2014.

The information presented in the unaudited pro forma combined financial information does not purport to represent what our financial position would have been had the membership interest purchase agreement occurred as of the dates indicated, nor is it indicative of our financial position for any period. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been consolidated or the future results that the consolidated company will experience after the Membership Interest Purchase Agreement Transaction.

The pro forma adjustments are based upon available information and certain assumptions that the Company believes is reasonable under the circumstances. The unaudited pro forma combined financial information should be read in conjunction with the historical financial statements and related notes of the Company.

Brooklyn Cheesecake & Desserts Company, Inc.

Unaudited Pro Forma Adjustments to Combined Financial Statements

31-Dec-13

(a) to record impact of merger with Meridian Waste Services, LLC

	Debit		Credit

Employee advance	$	-	$	2,000
Property & equipment, net				4,810,603
Property & equipment, net		7,420,348
Intangible assets, net		14,233,065
Deposits				38,300
Notes payable related party				1,475,000
Other current liabilities		25,000
Other current liabilities				70,325
Current portion - long term debt		1,211,299
Current portion - long term debt				1,225,000
Notes payable		1,225,000
Notes payable		1,991,508
Notes payable				9,500,000
Series B convertible preferred stock				71
Common stock				13,192
Additional paid in capital		1,539,737
Additional paid in capital				9,086,487
Cost of sales/services - depreciation				1,411,438
Depreciation & amortization				13,541
Depreciation & amortization		2,801,490
Depreciation & amortization		16,871
Depreciation & amortization		30,000
Intangible assets, net				2,848,361
Depreciation & amortization		12,476
Cost of sales/services - depreciation		1,300,408
Property & equipment, net				1,312,884

	$	31,807,202	$	31,807,202


(b) to record impact of merger with Brooklyn Cheescake & Desserts Company, Inc.

Cash	$	-	$	1,078
Accounts receivable, related party				47,725
Intangible assets, net				19,125
Accounts payable & accrued expenses		24,340
Notes payable - related party		94,744
Accumulated earnings (deficit)				40,873
Licensing fee - related party		13,375
Sales, general & administrative expense				23,658
Treasury stock		300,000
Cash				150,000
Notes payable - related party				150,000

	$	432,459	$	432,459

									Pro Forma Adjustments
	HTSHC			MWD		BCKE			Debit		Credit		Pro Forma
Current Assets:
Cash	$	9,760		$	1,461,372	$	1,078		$	-	$	151,078	$	1,321,132
Accounts receivable, trade					440,569									440,569
Accounts receivable, related party					125,000		47,725					47,725		125,000
Employee advance					2,000							2,000		-
Prepaid expenses					189,521									189,521
Total current assets		9,760			2,218,462		48,803			-		200,803		2,076,222

Other Assets:
Property & equipment, net		957			4,810,603					7,420,348		6,123,487		6,108,421
Capitalized software		298,287												298,287
Intangible assets, net							19,125			14,233,065		2,867,486		11,384,704
Deposits		38,300			8,303							38,300		8,303

Total assets	$	347,304		$	7,037,368	$	67,928		$	21,653,413	$	9,230,076	$	19,875,937


Current Liabilities:
Accounts payable & accrued expenses	$	204,749		$	334,359	$	24,340		$	24,340	$	-	$	539,108
Notes payable - related party		569,262			25,000		94,744			94,744		1,625,000		2,219,262
Convertible notes payable		489,074												489,074
Deferred revenue					1,910,465									1,910,465
Deferred compensation		243,000												243,000
Other current liabilities					25,000					25,000		70,325		70,325
Current portion - long term debt					1,211,299					1,211,299		1,225,000		1,225,000
Total current liabilities		1,506,085			3,506,123		119,084			1,355,383		2,920,325		6,696,234

Long-Term Liabilities:
Notes payable					1,991,508					3,216,508		9,500,000		8,275,000

Total liabilities	$	1,506,085		$	5,497,631	$	119,084		$	4,571,891	$	12,420,325	$	14,971,234

Stockholders' Equity (Deficit):
Series A convertible preferred stock
($.001 parvalue; 2,000,000 shares authorized;
2,000,000 shares issued & outstanding)	$	2,000		$	-	$	-		$	-	$	-	$	2,000
Series B convertible preferred stock
($.001 parvalue; 71,210 shares authorized;
71,208 shares issued & outstanding)												71		71
Common stock
($.001 parvalue; 400,000,000 shares authorized;
57,699,917 shares issued & outstanding)		36,457					28,482					13,192		78,131
Treasury stock										300,000				(300,000	)
Additional paid in capital		4,217,282			1,539,737		13,585,672			1,539,737		9,086,487		26,889,441
Accumulated earnings (deficit)		(5,414,520	)				(13,665,310	)		4,174,620		1,489,510		(21,764,940	)
Total shareholders' equity (deficit)		(1,158,781	)		1,539,737		(51,156	)		6,014,357		10,589,260		4,904,703

Total Liabilities & Stockholders Equity (Deficit)	$	347,304		$	7,037,368	$	67,928		$	10,586,248	$	23,009,585	$	19,875,937

										Pro Forma Adjustments
	HTSHC			MWD			BCKE			Debit		Credit		Pro Forma

Revenue:
Sales	$	406		$	-		$	-		$	-	$	-	$	406
Services					11,349,872										11,349,872
Licensing fee - related party								13,375			13,375				-
Total revenue		406			11,349,872			13,375			13,375		-		11,350,278

Cost of Sales/Services															-
Cost of Sales/Services					6,968,849										6,968,849
Depreciation					1,411,438						1,300,408		1,411,438		1,300,408
Total cost of sales/services		-			8,380,287			-			1,300,408		1,411,438		8,269,257

Gross profit		406			2,969,585			13,375			1,313,783		1,411,438		3,081,021

Operating expenses:
Sales, general & adminstrative expense		1,554,647			1,573,484			23,658					23,658		3,128,131
Depreciation & amortization		136			13,541						2,860,837		13,541		2,860,973
Total operating expenses		1,554,783			1,587,025			23,658			2,860,837		37,199		5,989,104

Income (Loss) from Operations		(1,554,377	)		1,382,560			(10,283	)		4,174,620		1,448,637		(2,908,083	)

Other Income (Expense):
Miscellaneous income					6,995										6,995
Gain (loss) on disposal of assets		-			(6,250	)									(6,250	)
Gain (loss) on note conversion		(23,913	)												(23,913	)
Interest (expense)		(59,831	)		(146,659	)									(206,490	)
Total other income (expense)		(83,744	)		(145,914	)		-			-		-		(229,658	)

Net Income (Loss)	$	(1,638,121	)	$	1,236,646		$	(10,283	)	$	4,174,620	$	1,448,637	$	(3,137,741	)

depreciation:
actual, 2 months ending 06/30/2014	218,814
12 months		1,312,884
admin			12,476
cos			1,300,408

amortization:
customer list - 5 years	14,007,452	2,801,490
finance charges - 3 years	50,613	16,871
non-compete - 5 years	150,000	30,000	2,848,361

		4,161,245

Brooklyn Cheesecake & Desserts Company, Inc.

Unaudited Pro Forma Adjustments to Combined Financial Statements

9/30/2014

(a) to record impact of merger with Meridian Waste Services, LLC

	Debit		Credit

Depreciation & amortization	$	-	$	17,028
Cost of sales/services - depreciation			$	486,972
Depreciation & amortization		1,400,745
Depreciation & amortization		8,436
Depreciation & amortization		15,000
Intangible assets, net				1,424,181
Depreciation & amortization		21,390
Cost of sales/services - depreciation		635,052
Property & equipment, net				152,442

	$	2,080,623	$	2,080,623


(b) to record impact of merger with Brooklyn Cheescake & Desserts Company, Inc.

Cash	$	-	$	1,078
Accounts receivable, related party				54,403
Intangible assets, net				16,125
Accounts payable & accrued expenses		21,464
Notes payable - related party		105,105
Accumulated earnings (deficit)				51,156
Licensing fee - related party		6,678
Sales, general & administrative expense				10,485

	$	133,247	$	133,247

									Pro Forma Adjustments
	HTSHC			MWD		BCKE			Debit		Credit		Pro Forma
Current Assets:
Cash	$	384,166				$	1,078		$	-	$	1,078	$	384,166
Accounts receivable, trade		689,716												689,716
Accounts receivable, related party							54,403					54,403		-
Employee advance		580												580
Prepaid expenses		198,715												198,715
Total current assets		1,273,177			-		55,481			-		55,481		1,273,177

Other Assets:
Property & equipment, net		7,583,214										152,442		7,430,772
Capitalized software		388,681												388,681
Intangible assets, net		13,021,247					16,125					1,440,306		11,597,066
Deposits		8,303												8,303

Total assets	$	22,274,622		$	-	$	71,606		$	-	$	1,648,229	$	20,697,999


Current Liabilities:
Accounts payable & accrued expenses	$	612,685		$	-	$	21,464		$	21,464	$	-	$	612,685
Notes payable - related party		276,250					105,105			105,105				276,250
Convertible notes payable		568,146												568,146
Deferred revenue		1,993,062												1,993,062
Other current liabilities		1,639,555												1,639,555
Current portion - long term debt		1,195,333												1,195,333
Total current liabilities		6,285,031			-		126,569			126,569		-		6,285,031

Long-Term Liabilities:
Notes payable		9,352,211												9,352,211

Total liabilities	$	15,637,242		$	-	$	126,569		$	126,569	$	-	$	15,637,242

Stockholders' Equity (Deficit):
Series A convertible preferred stock
($.001 parvalue; 2,000,000 shares authorized;
2,000,000 shares issued & outstanding)	$	2,000		$	-	$	-		$	-	$	-	$	2,000
Series B convertible preferred stock
($.001 parvalue; 71,210 shares authorized;
71,210 shares issued & outstanding)		71												71
Common stock
($.001 parvalue; 400,000,000 shares authorized;
57,699,917 shares issued & outstanding)		57,700					28,482							86,182
Additional paid in capital		14,209,518					13,585,672							27,795,190
Accumulated earnings (deficit)		(7,631,909	)				(13,669,117	)		2,087,301		565,641		(22,822,686	)
Total shareholders' equity (deficit)		6,637,380			-		(54,963	)		2,087,301		565,641		5,060,757

Total Liabilities & Stockholders Equity (Deficit)	$	22,274,622		$	-	$	71,606		$	2,213,870	$	565,641	$	20,697,999

										Pro Forma Adjustments
	HTSHC			MWD			BCKE			Debit		Credit		Pro Forma

Revenue:
Sales	$	1,784										$	-	$	1,784
Services		4,827,855			4,251,674										9,079,529
Licensing fee - related party								6,678			6,678				-
Total revenue		4,829,639			4,251,674			6,678			6,678		-		9,081,313

Cost of Sales/Services
Cost of Sales/Services		3,153,111			2,524,064										5,677,175
Depreciation		561,259			486,972						635,052		486,972		1,196,311
Total cost of sales/services		3,714,370			3,011,036			-			635,052		486,972		6,873,486

Gross profit		1,115,269			1,240,638			6,678			641,730		486,972		2,207,827

Operating expenses:
Sales, general & adminstrative expense		1,581,570			690,383			10,485					10,485		2,271,953
Depreciation & amortization		1,205,982			17,028						1,445,571		17,028		2,651,553
Total operating expenses		2,787,552			707,411			10,485			1,445,571		27,513		4,923,506

Income (Loss) from Operations		(1,672,283	)		533,227			(3,807	)		2,087,301		514,485		(2,715,679	)

Other Income (Expense):
Interest expense		(182,420	)		(183,205	)									(365,625	)
Total other income (expense)		(182,420	)		(183,205	)		-			-		-		(365,625	)

Net Income (Loss)	$	(1,854,703	)	$	350,022		$	(3,807	)	$	2,087,301	$	514,485	$	(3,081,304	)

depreciation:
actual, 2 months ending 06/30/2014	218,814
6 months		656,442
admin			21390
cos			635,052

amortization:
customer list - 5 years	14,007,452	1,400,745		466915.1
finance charges - 3 years	50,613	8,436		2811.833
non-compete - 5 years	150,000	15,000		5000

		2,080,623		474726.9