UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




FORM
10-Q




x
            QUARTERLY REPORT UNDER SECTION 13
      OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934





For the
quarterly period ended June 30, 2009





 ̈
            TRANSITION REPORT UNDER SECTION
      13 OR 15(d) OF THE EXCHANGE
ACT





For the
transition period from _______________ to ____________________


Commission
File Number: 000-21247





B & D
FOOD CORP.





(Exact
Name of Small Business Issuer as Specified in Its Charter)




Delaware
                  
                  13-2622429(State
      or Other Jurisdiction
                    of
      Incorporation or Organization)
                  
                  (IRS
      Employer
                    Identification
      No.)


8953
Woodbine Avenue


Markham,
Ontario, Canada L3R 0J9


(Address
of Principal Executive Offices)




(905)
474-5593


(Registrant’s
Telephone Number)




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
as required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.


YES x NO  ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).  Yes o No o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer
            o
            
            Accelerated
      filer
            oNon-accelerated
      filer
            o
            
            Smaller
      reporting company
            x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes   ̈     No
x




As of
June 30, 2009, there were 148,986,955 shares of Common Stock, par value $0.001
per share issued and outstanding.









TABLE
OF CONTENTS




PagePART
      IItem
      1.
                Financial
      Statements
                1-8Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                13-18Item
      3.
                Quantitative
      and Qualitative Disclosures About Market RiskItem
      4.
                Controls
      and Procedures
                19PART
      IIItem
      1.
                Legal
      Proceedings
                20Item
      1A.
                Risk
      Factors
                20Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                20Item
      3.
                Defaults
      Upon Senior Securities
                20Item
      4.
                Submission
      of Matters to a Vote of Securities Holders
                20Item
      5.
                Other
      Information
                20Item
      6.
                Exhibits
                20




i




PART I.
FINANCIAL INFORMATION





ITEM 1.
FINANCIAL STATEMENTS




B & D
FOOD, CORP.




(a
Delaware corporation)







INTERIM
CONSOLIDATED FINANCIAL




REPORTS
(UNAUDITED)




AS
AT




JUNE 30,
2009







1


B&D
FOOD CORP. AND SUBSIDIARY
  CONSOLIDATED
FINANCIAL STATEMENTS
  JUNE
30, 2009
  2
  B&D FOOD
CORP. AND SUBSIDIARY
  JUNE
30, 2009
  CONTENTS
 
 PageCONSOLIDATED
      FINANCIAL STATEMENTSConsolidated
      Balance Sheets as at June 30, 2009 and December 31, 2008
                          4 -
      5Consolidated
      Statements of Loss and Comprehensive Loss for the Three and Six Months
      Ended
                          6 -
      7Consolidated
      Statements of Cash Flows for the Six Months Ended
                          8Notes
      to the Consolidated Financial Statements
                          9 -
      12
  3
  B&D
FOOD CORP. AND SUBSIDIARY
  CONSOLIDATED
BALANCE SHEETS
  AS
AT
  (Expressed
in United States Dollars)
  Note
                                                  
                                                  June 30, 2009
                                                    (unaudited)
                                                  
                                                  
                                                  December 31,
                                                    2008
                                                    (audited)ASSETSCurrent
      AssetsAccounts
      receivable - royalties, net of allowance for doubtful accounts of $Nil
      (2008 - $Nil)
                                                  
                                                  
                                                  $
                                                  122,535
                                                  
                                                  
                                                  $
                                                  -Prepaid
      and sundry assets
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  12,885Advances
      to related parties
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  442,800Note
      receivable - current portion
                                                  
                                                  
                                                  
                                                  126,424
                                                  
                                                  
                                                  
                                                  126,424Total
      Current Assets
                                                  
                                                  
                                                  
                                                  248,959
                                                  
                                                  
                                                  
                                                  582,109Long-Term
      AssetsNote
      receivable
                                                  
                                                  
                                                  
                                                  5,543,604
                                                  
                                                  
                                                  
                                                  5,606,817Property,
      plant and equipment, net
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  2,017Total
      Long-Term Assets
                                                  
                                                  
                                                  
                                                  5,543,604
                                                  
                                                  
                                                  
                                                  5,608,834Other
      AssetsIntangible
      assets
                                                  
                                                  
                                                  
                                                  9,987,200
                                                  
                                                  
                                                  
                                                  -Total
      Other Assets
                                                  
                                                  
                                                  
                                                  9,987,200
                                                  
                                                  
                                                  
                                                  -Total
      Assets
                                                  
                                                  
                                                  $
                                                  15,779,763
                                                  
                                                  
                                                  $
                                                  6,190,943
  The
accompanying notes are an integral part of these consolidated financial
statements.
  4
  B&D
FOOD CORP. AND SUBSIDIARY
  CONSOLIDATED
BALANCE SHEETS (Continued)
  AS
AT
  (Expressed
in United States Dollars)
  Note
                                          
                                          
                                          June 30, 2009
                                            (unaudited)
                                          
                                          
                                          December 31,
                                            2008
                                            (audited)LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesBank
      indebtedness
                                          
                                          
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          669Accounts
      payable
                                          
                                          
                                          
                                          
                                          
                                          1,027,892
                                          
                                          
                                          
                                          379,866Due
      on acquisition of subsidiary
                                          
                                          
                                          
                                          
                                          
                                          10,375,900
                                          
                                          
                                          
                                          -Accrued
      liabilities and other payables
                                          
                                          
                                          
                                          
                                          
                                          932,325
                                          
                                          
                                          
                                          1,877,088Convertible
      debentures - current portion
                                          
                                          
                                          4
                                          
                                          
                                          
                                          2,609,394
                                          
                                          
                                          
                                          2,240,429Total
      Current Liabilities
                                          
                                          
                                          
                                          
                                          
                                          
                                          14,945,511
                                          
                                          
                                          
                                          4,498,052Long-Term
      LiabilitiesConvertible
      debentures
                                          
                                          
                                          4
                                          
                                          
                                          
                                          1,423,089
                                          
                                          
                                          
                                          1,643,885Total
      Liabilities
                                          
                                          
                                          
                                          
                                          
                                          
                                          16,368,600
                                          
                                          
                                          
                                          6,141,937Minority
      Interest in Consolidated Subsidiary
                                          
                                          
                                          
                                          
                                          
                                          
                                          43,224
                                          
                                          
                                          
                                          -Commitments
      and Contingencies
                                          
                                          
                                          5Going
      Concern
                                          
                                          
                                          2Stockholders'
      (Deficit) EquityPreferred
      shares of $0.001 par value; Authorized: 10,000,000 shares; Issued and
      outstanding: 3,735,956 shares
                                          
                                          
                                          
                                          
                                          
                                          
                                          373,596
                                          
                                          
                                          
                                          373,596Additional
      paid-in capital - preferred shares
                                          
                                          
                                          
                                          
                                          
                                          
                                          14,570,228
                                          
                                          
                                          
                                          14,570,228Common
      shares of $0.001 par value; Authorized: 400,000,000 shares; Issued and
      outstanding: 148,986,955
                                          
                                          
                                          
                                          
                                          
                                          
                                          148,987
                                          
                                          
                                          
                                          148,987Additional
      paid-in capital - common shares
                                          
                                          
                                          
                                          
                                          
                                          
                                          2,682,769
                                          
                                          
                                          
                                          2,682,769Accumulated
      other comprehensive income
                                          
                                          
                                          
                                          
                                          
                                          
                                          7,161
                                          
                                          
                                          
                                          -Accumulated
      deficit
                                          
                                          
                                          
                                          
                                          
                                          
                                          (18,414,802
                                          )
                                          
                                          
                                          (17,726,574
                                          )Total
      Stockholders' (Deficit) Equity
                                          
                                          
                                          
                                          
                                          
                                          
                                          (632,061
                                          )
                                          
                                          
                                          49,006Total
      Liabilities and Stockholders' (Deficit) Equity
                                          
                                          
                                          
                                          
                                          
                                          $
                                          15,779,763
                                          
                                          
                                          $
                                          6,190,943
  The
accompanying notes are an integral part of these consolidated financial
statements.
  5
  B&D
FOOD CORP. AND SUBSIDIARY
  CONSOLIDATED
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
  FOR
THE THREE MONTH PERIOD ENDED JUNE 30
  (Expressed
in United States Dollars)
  2009
                                                                                                                                  (unaudited)
                                                                                                                                
                                                                                                                                
                                                                                                                                2008
                                                                                                                                  (unaudited)REVENUES
                                                                                                                                
                                                                                                                                $
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                $
                                                                                                                                -COST
      OF GOODS SOLD
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                45,592GROSS
      LOSS
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                (45,592
                                                                                                                                )ROYALTIES
                                                                                                                                
                                                                                                                                
                                                                                                                                114,919EXPENSESRent
      and occupancy costs
                                                                                                                                
                                                                                                                                
                                                                                                                                200,728
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                -General
      and administrative
                                                                                                                                
                                                                                                                                
                                                                                                                                (3,731
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                282,292Management
      and directors fees
                                                                                                                                
                                                                                                                                
                                                                                                                                24,746
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                -Depreciation
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                33,824TOTAL
      OPERATING EXPENSES
                                                                                                                                
                                                                                                                                
                                                                                                                                221,743
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                5,741,591LOSS
      FROM OPERATIONS
                                                                                                                                
                                                                                                                                
                                                                                                                                (106,824
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (5,787,183
                                                                                                                                )Interest,
      net
                                                                                                                                
                                                                                                                                
                                                                                                                                70,440
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                (2,228,962
                                                                                                                                )Foreign
      exchange
                                                                                                                                
                                                                                                                                
                                                                                                                                (388,700
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                -Other
      income, net
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                1,399NET
      LOSS FROM OPERATIONS BEFORE INCOME TAXES
                                                                                                                                
                                                                                                                                
                                                                                                                                (425,084
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (1,642,192
                                                                                                                                )Provision
      for income taxes
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                -NET
      LOSS FROM OPERATIONS BEFORE MINORITY INTEREST
                                                                                                                                
                                                                                                                                
                                                                                                                                (425,084
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (1,642,192
                                                                                                                                )Minority
      interest in income of subsidiaries
                                                                                                                                
                                                                                                                                
                                                                                                                                (43,224
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                -NET
      LOSS
                                                                                                                                
                                                                                                                                $
                                                                                                                                (468,308
                                                                                                                                )
                                                                                                                                
                                                                                                                                $
                                                                                                                                (1,642,192
                                                                                                                                )FOREIGN
      CURRENCY TRANSLATION ADJUSTMENT
                                                                                                                                
                                                                                                                                
                                                                                                                                (7,161
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                -COMPREHENSIVE
      LOSS
                                                                                                                                
                                                                                                                                $
                                                                                                                                (475,469
                                                                                                                                )
                                                                                                                                
                                                                                                                                $
                                                                                                                                (468,307
                                                                                                                                )LOSS
      PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
    DILUTED
                                                                                                                                
                                                                                                                                $
                                                                                                                                0.00
                                                                                                                                
                                                                                                                                
                                                                                                                                $
                                                                                                                                (0.01
                                                                                                                                )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
                                                                                                                                
                                                                                                                                
                                                                                                                                148,986,955
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                148,986,955
 The
accompanying notes are an integral part of these consolidated financial
statements.
 6
  B&D
FOOD CORP. AND SUBSIDIARY
  CONSOLIDATED
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
  FOR
THE SIX MONTH PERIOD ENDED JUNE 30
  (Expressed
in United States Dollars)
 2009
                                                                                                    (unaudited)
                                                                                                  
                                                                                                  
                                                                                                  2008
                                                                                                    (unaudited)REVENUES
                                                                                                  
                                                                                                  $
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  -COST
      OF GOODS SOLD
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  80,824GROSS
      LOSS
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  (80,824
                                                                                                  )ROYALTIES
                                                                                                  
                                                                                                  
                                                                                                  114,919EXPENSESRent
      and occupancy costs
                                                                                                  
                                                                                                  
                                                                                                  401,455
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  -General
      and administrative
                                                                                                  
                                                                                                  
                                                                                                  25,096
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  878,215Management
      and directors fees
                                                                                                  
                                                                                                  
                                                                                                  84,746
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  4,547,260Depreciation
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  68,406TOTAL
      OPERATING EXPENSES
                                                                                                  
                                                                                                  
                                                                                                  511,297
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  68,406LOSS
      FROM OPERATIONS
                                                                                                  
                                                                                                  
                                                                                                  (396,378
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (1,207,445
                                                                                                  )Interest,
      net
                                                                                                  
                                                                                                  
                                                                                                  140,073
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  (2,228,962
                                                                                                  )Foreign
      exchange
                                                                                                  
                                                                                                  
                                                                                                  (388,700
                                                                                                  )Other
      income, net
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  44,037NET
      LOSS FROM OPERATIONS BEFORE INCOME TAXES
                                                                                                  
                                                                                                  
                                                                                                  (645,005
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (3,212,370
                                                                                                  )Provision
      for income taxes
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  -NET
      LOSS FROM OPERATIONS BEFORE MINORITY INTEREST
                                                                                                  
                                                                                                  
                                                                                                  (645,005
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (3,212,370
                                                                                                  )Minority
      interest in income of subsidiaries
                                                                                                  
                                                                                                  
                                                                                                  (43,224
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  -NET
      LOSS
                                                                                                  
                                                                                                  $
                                                                                                  (688,229
                                                                                                  )
                                                                                                  
                                                                                                  $
                                                                                                  (3,212,370
                                                                                                  )FOREIGN
      CURRENCY TRANSLATION ADJUSTMENT
                                                                                                  
                                                                                                  
                                                                                                  (7,161
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  -COMPREHENSIVE
      LOSS
                                                                                                  
                                                                                                  $
                                                                                                  (695,390
                                                                                                  )
                                                                                                  
                                                                                                  $
                                                                                                  (3,212,370
                                                                                                  )LOSS
      PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
    DILUTED
                                                                                                  
                                                                                                  $
                                                                                                  0.00
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  (0.02
                                                                                                  )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
                                                                                                  
                                                                                                  
                                                                                                  148,986,955
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  148,986,955
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  7
  B&D
FOOD CORP. AND SUBSIDIARY
  CONSOLIDATED
STATEMENTS OF CASH FLOWS
  FOR
THE SIX MONTH PERIOD ENDED JUNE 30
  (Expressed
in United States Dollars)
 2009
                                                                                (unaudited)
                                                                              
                                                                              
                                                                              2008
                                                                                (unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                                                              
                                                                              $
                                                                              (688,229
                                                                              )
                                                                              
                                                                              $
                                                                              (3,212,370
                                                                              )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesDepreciation
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              68,406Minority
      interest
                                                                              
                                                                              
                                                                              43,224
                                                                              
                                                                              
                                                                              
                                                                              -Interest
      due to convertible notes and bank debts
                                                                              
                                                                              
                                                                              148,169
                                                                              
                                                                              
                                                                              
                                                                              522,803Change
      in allowance for severance pay
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              29,254Loss
      (gain) from disposition of property, plant and equipment
                                                                              
                                                                              
                                                                              2,017
                                                                              
                                                                              
                                                                              
                                                                              (50,000
                                                                              )Interest
      on note receivable
                                                                              
                                                                              
                                                                              (288,242
                                                                              )
                                                                              
                                                                              
                                                                              -Changes
      in operating assets and liabilities:Accounts
      receivable
                                                                              
                                                                              
                                                                              (122,535
                                                                              )
                                                                              
                                                                              
                                                                              2,641Prepaid
      and sundry assets
                                                                              
                                                                              
                                                                              12,885
                                                                              
                                                                              
                                                                              
                                                                              (132,739
                                                                              )Accounts
      payable
                                                                              
                                                                              
                                                                              999,482
                                                                              
                                                                              
                                                                              
                                                                              83,347Due
      on acquisition of subsidiary
                                                                              
                                                                              
                                                                              388,700
                                                                              
                                                                              
                                                                              
                                                                              -Accrued liabilities and other
      payables
                                                                              
                                                                              
                                                                              (944,763
                                                                              )
                                                                              
                                                                              
                                                                              881,624NET CASH USED IN OPERATING
      ACTIVITIES
                                                                              
                                                                              
                                                                              (449,292
                                                                              )
                                                                              
                                                                              
                                                                              (1,807,034
                                                                              )CASH
      FLOWS FROM INVESTING ACTIVITIESProceeds
      from disposal of property, plant and equipment, net
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              50,000Advances to related party
                                                                              
                                                                              
                                                                              442,800
                                                                              
                                                                              
                                                                              
                                                                              -NET CASH FLOWS (USED IN) PROVIDED BY INVESTING
      ACTIVITIES
                                                                              
                                                                              
                                                                              442,800
                                                                              
                                                                              
                                                                              
                                                                              50,000CASH
      FLOWS FROM FINANCING ACTIVITIESRepayment
      of bank loans
                                                                              
                                                                              
                                                                              (669
                                                                              )
                                                                              
                                                                              
                                                                              314,257Proceeds
      from long term debt
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              151,261Proceeds from convertible
      debentures
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              1,290,000NET CASH FLOWS PROVIDED BY FINANCING
      ACTIVITIES
                                                                              
                                                                              
                                                                              (669
                                                                              )
                                                                              
                                                                              
                                                                              1,755,518EFFECT OF FOREIGN CURRENCY
      TRANSLATION
                                                                              
                                                                              
                                                                              7,161
                                                                              
                                                                              
                                                                              
                                                                              -NET
      INCREASE IN CASH AND CASH EQUIVALENTS
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              (1,516
                                                                              )CASH AND CASH EQUIVALENTS, BEGINNING OF
      PERIOD
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              3,175CASH AND CASH EQUIVALENTS, END OF
      PERIOD
                                                                              
                                                                              $
                                                                              -
                                                                              
                                                                              
                                                                              $
                                                                              1,659
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  8
  B&D
FOOD CORP. AND SUBSIDIARY
  NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
  JUNE
30, 2009 and 2008
  (Expressed
in United States Dollars)
  1.
                NATURE
      OF OPERATIONS AND BUSINESS
COMBINATION
  B&D
Food Corp. (“B&D” or “the Company”) is a US corporation that concentrates in
acquiring, organizing, developing and upgrading companies in the food industry,
and more specifically in the coffee industry.   Currently the
Company's operates through its subsidiary in Brazil.
  The
Company was incorporated on August 24, 1994 under the laws of the state of
Delaware. Until October 2004, the principal business activity of the Company was
ownership, management, and sale of residential real estate. This activity was
carried on through the wholly owned subsidiary Rickets Enterprises
International, Inc. In October 2004, the Company sold all of its remaining
revenue producing assets and in December 2004 ceased all its active
operations.
  On July
11, 2005, the Company entered into a Share Purchase Agreement (the “Agreement”)
with BDFC Brasil Alimentos LTDA., a company formed pursuant to the laws of
Brazil (“BDFC”) and the stockholders of BDFC (the “BDFC stockholders”) dated as
July 8, 2005. Pursuant to the Agreement, the Company acquired effectively 100%
of the outstanding equity stock of BDFC from the BDFC stockholders. As
consideration for the acquisition of BDFC, the Company agreed to issue
95,344,688 shares of the Company’s common stock to the BDFC stockholders. As
additional consideration, the company issued an 8% convertible promissory note,
in the amount of $10,000,000 to the BDFC stockholders in consideration for the
entire preferred stock of BDFC. The note is payable (principal plus accumulated
interest) on July 8, 2008 and may be converted, at the option of the holder, at
any time, prior to or at the time of repayment by the Company, to the Company’s
common stock at the rate of $0.20 per share. At the date of the agreement, BDFC
stockholders were also the controlling shareholder of the Company.
  BDFC was
originally incorporated under the name Eastco Corporation do Brasil Ltda
(“Eastco), under the laws of Brazil on June 2, 1995.  In May 2004, the
name of Eastco was changed to Eastco de Alimentos Ltda., as registered with the
Junta Comercial de Sao Paolo (Commercial Council) and on June 28, 2005 the name
was changed to BDFC Brasil Alimentos Ltda. BDFC has been in the coffee
manufacturing business since 1997. The Company manufactures and purchases coffee
grains, toasted and milled coffee, soluble coffee and related products, for
sale, import and export.
  On
November 1, 2000, due to adverse financial conditions, BDFC filed a Judicial
Creditor’s Agreement called “Concordata Preventiva”. This agreement consolidates
the Company’s debts and postpones all obligations to suppliers and banks for a
period of time. The creditor’s agreement under “Concordata Preventiva” provided
for payment in two installments, the first installment of 40% to be paid in one
year and the remaining 60% to be paid in two years. BDFC made the full payments
of $144,000 and $216,000 on October 30, 2001 and November 25, 2002,
respectively. On March 8, 2005, BDFC paid an additional $15,562 as required by
the courts. To generate sufficient cash flows, in January 21, 2003 management
leased its manufacturing facility and equipment to Comercio e Industrias
Brasileiras Coimbre S/A (“Coimbra”), an unrelated party. Rents received from the
lease were used by BDFC to pay its debts.
  On July
1, 2008, the Company completed execution of a stock purchase agreement with SBKF
Investments, Ltd. (the “Purchaser”) for the sale of 100% of the issued and
outstanding common stock of BDFC Brasil Alimentos LTDA. a subsidiary of the
B&D.  The purchase price totaled $5,764,847 and in consideration
the Company received an note bearing annual interest of 10% repayable in
equal annual payments of principal and interest of $702,909.  The
net liabilities of BDFC at the time of the sale was $6,204,539, resulting in a
gain on sale of $11,969,386.
  9
  B&D
FOOD CORP. AND SUBSIDIARY
  NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
  JUNE
30, 2009 and 2008
  (Expressed
in United States Dollars)
  1.
                NATURE
      OF OPERATIONS AND BUSINESS COMBINATION
  (Continued)
  On May
13, 2009, the Company entered into a purchase and sale agreement to purchase 60%
of the outstanding shares of Global Milk Businesses and Administration of
Private Properties LTDA. ("Global Milk"), a limited liability company,
incorporated in the State of Sao Paulo, Brazil.  Global Milk holds the
rights of certain intellectual property of the brand name products manufactured
and sold under the brand name Teixeira.
  Pursuant
to the agreement, B&D acquired 300 common shares of Global Milk from
Castrol, LLC ("Castrol"), a Delaware corporation, representing 60% of the
outstanding shares of Global Milk, for consideration of 13,000,000 Brazilian
Reals ($6,312,800).  B&D and Castrol are then required to
contribute 20,000,000 Brazilian Reals to the company based on their
ownership.  B&D must make the capital contribution of 12,000,000
Brazilian Reals ($5,880,000) and complete payment for the acquired shares of
13,000,000 Brazilian Reals ($6,312,800) by December 10, 2009 or the shares
issued will be cancelled.  B&D is currently in negotiations with
various lenders to raise the 25,000,000 Brazilian Reals to fund the purchase and
contribution.
  In
addition, the Company is required to arrange working capital financing, in the
form of a bank loan, for Global Milk, within thirty days, in the amount of
4,000,000 Brazilian Reals ($1,960,000).
  B&D
has determined that it is the accounting acquirer and that it will obtain
control of Global Milk.  B&D will therefore consolidate 100% of
Global Milks assets and liabilities.  Management has determined that
the net assets of Global Milk on the date of acquisition consisted of trademarks
and patents valued at $9,987,200 and liabilities of $3,674,400.
  2.
                GOING
      CONCERN
  The
Company's consolidated financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.  The Company has raised
capital and financing to cover all of its losses from operations since inception
but the Company's ability to continue as a going concern is contingent upon its
ability to attain and sustain profitable operations and to generate sufficient
capital and financing from external investors and lenders.  For the
six months ended June 30 2009 the Company experienced a net loss of $688,228
(June 30, 2008 - $3,284,384) and has a working capital deficiency of $14,822,976
(December 31, 2008 - $4,042,367).
  Management
has recently entered into a joint venture agreement, where B&D has acquired
60% of a Brazilian Company which owns certain rights to the trademarks, customer
lists and distribution of food products.  The purchase price and
contribution to the joint venture will require approximately 25,000,000
Brazilian Reals ($12,192,800).  The Company is currently in
negotiations to raise these funds.  In addition, the Company is
seeking financing to fund the ongoing overhead expenses of B&D.
  In the
opinion of the management, the anticipated growth of operations and the
financing with potential new investors in the future, will permit the Company to
continue as a going concern in the coming year, until such time that the Company
obtains profitable operations.
  The
accompanying consolidated financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going
concern.
  10
  B&D
FOOD CORP. AND SUBSIDIARY
  NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
  JUNE
30, 2009 and 2008
  (Expressed
in United States Dollars)
  3.
                BASIS
      OF PRESENTATION
  These
interim consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America (“US
GAAP”).
 The
interim results of operations are not necessarily indicative of the results to
be expected for the fiscal year ending December 31, 2009. The Company’s
financial statements contained herein are unaudited and, in the opinion of
management, contain all adjustments (consisting only of normal recurring
accruals) necessary for a fair presentation of financial position, results of
operations and cash flows for the period presented. The Company’s accounting
policies and certain other disclosures are set forth in the notes to the
consolidated financial statements contained in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2008. These financial statements
should be read in conjunction with the Company’s audited consolidated financial
statements and notes thereto. The preparation of financial statements in
conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
  The
accompanying consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and include the accounts of the Company and its effectively 60% owned
subsidiary, Global Milk.
  All
significant inter-company accounts and transactions are eliminated on
consolidation.
  4.
                  CONVERTIBLE
      DEBENTURES AND PROMISSORY
NOTES
  Composed
of:
  June 30,
                  2009
                
                
                December 31,
                  2008Convertible
      debentures
                
                $
                3,626,370
                
                
                $
                3,492,372Promissory notes
                
                
                406,113
                
                
                
                391,942$
                4,032,483
                
                
                $
                3,884,314
 
 The
convertible debentures and promissory notes are unsecured and mature and become
due as follows:
  June30,
                  2009
                
                
                December31,
                  2008Amount
      due in 2009
                
                
                2,498,061
                
                
                
                2,404,586Amount
      due in 2010
                
                
                111,333
                
                
                
                106,361Amount
      due in 2011
                
                
                320,556
                
                
                
                310,611Amount due in 2013
                
                
                1,102,533
                
                
                
                1,062,756$
                4,032,483
                
                
                $
                3,884,314
 
 5.
                  COMMITMENTS
      AND CONTINGENCIES
  On
September 26, 2008, the Company entered into a lease agreement with SBKF
Investments, Ltd for a term of 18 years, whereby they would leaseback all of the
land building and factory that was sold to them, as described in Note
1.  The Company's remaining lease obligations, with future minimum
annual payments (exclusive of taxes, insurance and maintenance costs)
are as follows:
 
 Year
      One
                            
                            
                            802,909Year
      Two
                            
                            
                            802,909Year
      Three
                            
                            
                            802,909Year
      Four
                            
                            
                            802,909Year Five and thereafter
                            
                            
                            11,240,726$
                            14,452,362
  11
  B&D
FOOD CORP. AND SUBSIDIARY
  NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
  JUNE
30, 2009 and 2008
  (Expressed
in United States Dollars)
  6.
                  SUBSEQUENT
      EVENTS
  On July
13, 2009, the Company entered into a subscription agreement with an investor to
issue a total of 18,500,000 shares of common stock and a total of 3,735,956
warrants which are exercisable at prices of $.02 and $.03 in accordance with the
subscription agreement to such individuals as designated by such investor for
the payment of $.01 per share or a total of $185,000.




12




ITEM 2.
            MANAGEMENT’S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




INFORMATION
REGARDING FORWARD LOOKING STATEMENTS




The
following discussion should be read in conjunction with the financial statements
and notes thereto set forth in Item 1 of this Report. In addition to historical
information, this discussion and analysis contains forward-looking statements
that relate to future events and expectations and, as such, constitute
forward-looking statements. Forward-looking statements include those containing
such words as "anticipates", "believes", "estimates", "expects", "hopes",
"targets", "should", “will", "will likely result", "forecast", "outlook",
"projects" or similar expressions. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements of the Company to be materially different
from those expressed or implied in the forward-looking statements.




OVERVIEW




The
Company (formerly REII Incorporated) is a holding company, which focuses on
acquiring, organizing, and developing companies in the food industry, and more
specifically in the coffee industry. The Company’s management plans to integrate
manufacturing and distribution operations in order to achieve maximum return on
capital.




In 2005,
the Company obtained a manufacturing arm by acquiring BDFC which owns and
operates a coffee manufacturing plant. BDFC has the ability to manufacture and
pack roasted and ground coffee, instant coffee and several mixtures of coffee
and tea like cappuccino and others. Currently, the Company is focusing on
selling its coffee products in South America and Eastern Europe. In addition,
the Company is looking to acquire a strong marketing capability in the United
States.




In the
summer of 2008, the Company started work on developing a global trading
arm.




On
September 28, 2008, pursuant to a transfer agreement dated the same date between
Livorno, Daniel Ollech, Jacques Ollech and Mark Radom (the “Purchasers”),
Livorno transferred its right, title and interest in, under and to the Note to
the Purchasers in accordance with their respective ownership interests in
Livorno. On the same date thereof, pursuant to a preferred share subscription
agreement, the Purchasers converted 100% of the outstanding principal and
interest into 3,735,956 preferred shares (the “Series A Preferred shares”) of
the Company (the Note having been amended on September 28, 2008 to allow for
conversion into preferred shares. The Series A Preferred Shares carry the
following rights:




•
            Cumulative dividend of U.S.
      $100,000 (it being understood that the Company has no obligation to
      declare and pay any dividends, but that Purchasers shall receive with a
      right of first priority pro rata to their ownership in Livorno U.S.
      $100,000 for every full calendar year that elapses before the Company
      declares and pays a dividend prior to the Company paying any dividends to
      holders of its common
shares);





•
            Conversion at the option of each
      of the Purchasers upon 45 days’ written notice into ten shares of the
      Company’s common stock for each share of Series A Preferred Shares to be
      converted (it being understood that the Company shall take any action
      necessary to effect a conversion into shares of common stock promptly upon
      receiving written notice from a Purchaser);
  and





•
            Priority in distributions in the
      event of a liquidation or winding down of the Company’s
      business.




On
September 29, 2008, pursuant to a sale and leaseback agreement dated the same
date between the Company and SBKF, the Company sold 100% of its ownership in
BDFC to and leased back the Brazilian coffee roasting facility for a period of
18 years from SBKF. After offsetting the amounts to be received by the Company
in payment for BDFC, the Company will have to make a net annual lease payment to
SBKF of U.S. $100,000.




13




The
foregoing description of the agreements and the transactions contemplated
thereby is not complete and is qualified in its entirety by reference to the
forms of agreement attached hereto as Exhibits 10.1, 10.2. and
10.3.





On May
13, 2009, the Company entered into a purchase and sale agreement to purchase 60%
of the outstanding shares of Global Milk Businesses and Administration of
Private Properties LTDA. ("Global Milk"), a limited liability company,
incorporated in the State of Sao Paulo, Brazil.  Global Milk holds the
rights of certain intellectual property of the brand name products manufactured
and sold under the brand name Teixeira.





Pursuant
to the agreement, B&D acquired 300 common shares of Global Milk from
Castrol, LLC ("Castrol"), a Delaware corporation, representing 60% of the
outstanding shares of Global Milk, for consideration of 13,000,000 Brazilian
Reals ($6,370,000).  B&D and Castrol are then required to
contribute 20,000,000 Brazilian Reals to the company based on their
ownership.  B&D must make the capital contribution of 12,000,000
Brazilian Reals ($5,880,000) and complete payment for the acquired shares of
13,000,000 Brazilian Reals ($6,312,800) by December 10, 2009 or the shares
issued will be cancelled.  B&D is currently in negotiations with
various lenders to raise the 25,000,000 Brazilian Reals to fund the purchase and
contribution.





The
foregoing description of the agreements and the transactions contemplated
thereby is not complete and is qualified in its entirety by reference to the
forms of agreement attached hereto as Exhibits 2.1, 10.4, 10.5 and
10.6.




Global
Milk Ltd. is a Brazilian company that distributes dairy products including
various cheese types, milk and powdered milk. The products are sold under the
brand names Teixeira and Mestre Cuca.   The Teixeira brand name,
recently acquired, has been a household name throughout Brazil since its
inception over 50 years ago and, according to recent year's market surveys,
continues to be one of the most recognized brands being the number one brand in
grinded cheeses according to a survey made by some of the leading papers about
the retail market in Brazil, having more than 15% of the Brazilian market
share.




FINANCIAL
CONDITION AND LIQUIDITY




Unless
otherwise specified, all figures are as at the Balance Sheet Date.




The
Company’s total assets as at June 30, 2009, as reflected in the consolidated
balance sheet, totaled $15,779,764 compared to $6,190,943 as at December 31,
2008.




The
Company’s consolidated deficit in working capital amounted to $14,822,976 and
the consolidated quick ratio was 0.01%.




The
Company has significantly improved its debt to equity position due to two
transactions.  The first was the sale of its interest in its
subsidiary, BDFC.  BDFC accounted for approximately $7,945,000 of the
total debt of the Company.  The second was to convert $14,943,824 of
the convertible promissory notes to preferred shares.  This has
resulted in the decrease to the Company's total debt of approximately
$18,300,000.




The
Company’s remaining long-term financing is mainly based on convertible
promissory notes in the aggregate amount of $4,005,096 issued to third
parties.  The Company is currently assessing its options to convert
these debts to common shares.




The
shareholders’ deficit as at June 30, 2009 totaled $632,060 compared to a
shareholders’ equity of $49,006 as at December 31, 2008.  The decrease
in shareholders’ equity is derived primarily from the transactions described
above less the operating losses during the six month period in the aggregate
amount of $ $688,228.




The
Company will need to obtain additional debt or equity financing in the near term
in order to have sufficient working capital to execute its business plan,
complete the terms of the Global Milk acquisition and continue as a going
concern.  The Company is in the process of seeking such financing;
however, there is no assurance that it will be able to obtain such financing on
satisfactory terms or at all. In
addition, the Company expects to begin receiving cash flow from the operation of
Global Milk as the operations transition from Teixeira over the next six
months.




14




SIX
MONTHS ENDED JUNE 30, 2009 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
2008




Net
Income (Loss)




The
Company’s consolidated net loss for the six months ended June 30, 2009 amounted
to $688,228, compared to a consolidated net loss of $3,212,370 for the previous
period.




The net
loss for the six months ended June 30, 2008 were greater in comparison to the
current year mainly due to interest on convertible debt and a one time
management and directors fee..




Revenue




The
Company was not in operations the previous period and therefore did not generate
any revenue for the fiscal six months ended June 30, 2008.  In the
current year the company began to recognize royalties related to the Global Milk
acquisition.  As per the terms of the agreement, the Company will
receive royalties on the sales of goods by Teixeira until such time that the
operations have transitioned to Global Milk.




Cost of
Revenues




As with
the Company’s revenues through the fiscal year ended June 30, 2008, the cost of
revenues was minimal.




General
and Administrative Expenses




Expenses
have been minimal due to the early stages of the Company's new business
plan.  They relate mostly to professional fees and
travel.




Financial
Expenses




The
consolidated financial expenses for the six months ended June 30,
2009  amounted to $140,074, compared to consolidated financial
expenses of $2,228,962 for the previous year.




The
decrease in financial expenses through the six months ended June 30, 2009
results from decreased interest and financing charges related to the convertible
notes that were converted to equity.





Inflation





Our
results of operations have not been affected by inflation and management does
not expect that inflation risk would cause material impact on its operations in
the future.





Seasonality





Our
results of operations are not materially affected by seasonality and we do not
expect seasonality to cause any material impact on our operations in the near
future.





Critical
Accounting Policies




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires our management to make
assumptions, estimates and judgments that affect the amounts reported in the
financial statements, including the notes thereto, and related disclosures of
commitments and contingencies, if any. We consider our critical accounting
policies to be those that require the more significant judgments and estimates
in the preparation of financial statements, including the
following:




15




Principles of
Consolidation—The consolidated financial statements include the accounts
of the Company, it's wholly owned subsidiary BDFC Brazil Alimentos LTDA
(“BDFC”). All material intercompany accounts, transactions and profits have been
eliminated in consolidation.




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 the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Significant estimates include
accrued warranty costs, as well as revenue and costs recorded under the
percentage-of-completion method. Actual results could differ from those
estimates.




Cash
Equivalents—The Company classifies any highly liquid investments
purchased with a maturity of three months or less as cash
equivalents.




Accounts
Receivable—Accounts receivable are carried at original invoice amount
less an estimate for doubtful receivables based on a review of all outstanding
amounts at year end. Management determines the allowance for doubtful accounts
by using historical experience applied to an aging of accounts. Trade
receivables are written off when deemed uncollectible. Recoveries of trade
receivables previously written off are recorded when received.




Property and
Equipment—Property and equipment are recorded at cost, less accumulated
depreciation. Depreciation is provided for using straight-line methods over the
estimated useful lives of the respective assets, usually five
years.





Share-Based
Payments—The Company adopted Statement of Financial Accounting Standards
No 123(R), “Share-Based Payments” (“SFAS No. 123R”) effective January 1, 2006.
SFAS No. 123R amends existing accounting pronouncements for share-based payment
transactions in which an enterprise receives employee and certain non-employee
services in exchange for (a) equity instruments of the enterprise or (b)
liabilities that are based on the fair value of the enterprise’s equity
instruments or that may be settled by the issuance of such equity instruments.
SFAS No.123R generally requires such transactions be accounted for using a
fair-value-based method. The Company has never issued any stock options to any
employees.




Income
Taxes—Deferred income tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective income tax bases. Deferred income tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled. A valuation
allowance is established against deferred tax assets if it is more likely than
not that all, or some portion, of such assets will not be realized.





Effective
January 1, 2007, we adopted Financial Accounting Standard Board (FASB)
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income
Taxes—an interpretation of FASB Statement No. 109, Accounting for Income Taxes.
FIN 48 prescribes a comprehensive model for how companies should recognize,
measure, present, and disclose in their financial statements uncertain tax
positions taken or expected to be taken on a tax return. Under FIN 48, tax
positions are initially recognized in the financial statements when it is more
likely than not the position will be sustained upon examination by the tax
authorities. Such tax positions are initially and subsequently measured as the
largest amount of tax benefit that is greater than 50% likely of being realized
upon ultimate settlement with the tax authority assuming full knowledge of the
position and all relevant facts.




Impairment of
Long-Lived Assets—The Company adopts SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets". The Company periodically evaluates
long-lived assets for impairment whenever events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable. If the
estimated future cash flows (undiscounted and without interest charges) from the
use of an asset were less than the carrying value, a write-down would be
recorded to reduce the related asset to its estimated fair value.




16




The
assumptions used by management in determining the future cash flows are
critical. In the event these expected cash flows are not realized, future
impairment losses may be recorded. Management has determined that no impairments
of long-lived assets currently exist.




Issuance of
Shares by Subsidiaries—Sales of stock by a subsidiary is accounted for in
accordance with Staff Accounting Bulletin Topic 5H, “Accounting for Sales of
Stock by a Subsidiary.” The Company has adopted the capital transaction method
to account for subsidiary stock sales. Accordingly, increases and decreases in
the Company’s share of its subsidiary’s net equity resulting from subsidiary
stock transactions are recorded on the Consolidated Balance Sheets and
Consolidated Statements of Stockholders’ Equity as increases or decreases to
Additional paid-in capital.




Concentrations of
Credit Risk—Financial instruments that subject the Company to credit risk
consist primarily of accounts receivable, which are concentrated in a small
number of customers in the Chinese governments. The Company performs ongoing
credit evaluations of its customers. To date, there has been no bad debt
incurred.




Statement of Cash
Flows—In accordance with SFAS No. 95, "Statement of Cash Flows", cash
flows from the Company's operations are based upon the local currencies. As a
result, amounts related to assets and liabilities reported on the statement of
cash flows will not necessarily agree with changes in the corresponding balances
on the balance sheet.




Translation
Adjustment—The Brazilian Real ("Real"), the national currency of Brazil,
is the primary currency of the economic environment in which the operations of
BDFC are conducted. The Company uses the United States dollar ("U.S. dollars")
for financial reporting purposes.




The
Company translates BDFC's assets and liabilities into U.S. dollars using the
rate of exchange prevailing at the balance sheet date, and the statement of
income is translated at average rates during the reporting period. Adjustments
resulting from the translation of BDFC's financial statements from Real into
U.S. dollars are recorded in stockholders' equity as part of accumulated
comprehensive gain - translation adjustments. Gains or losses resulting from
transactions in currencies other than Real are reflected in income for the
reporting period.




Comprehensive
Income—Comprehensive income includes accumulated foreign currency
translation gains and losses. The Company has reported the components of
comprehensive income on its statements of stockholders’ equity.





Fair Value of
Financial Instruments— The carrying amounts of cash and cash equivalents,
accounts receivable, deposits and accounts payable approximate their fair value
because of the short maturity of those instruments.




17




Off-Balance
Sheet Arrangements





We do not
have any off-balance arrangements.





MARKET
RISK AND CONTINGENT LIABILITIES





The
Company is seeking to operate primarily in Brazil, making it susceptible to
changes in the economic, political, and social conditions in Brazil. Brazil has
experienced political, economic, and social uncertainty in recent years,
including an economic crisis characterized by exchange rate instability and
Brazilian Real devaluation, increased inflation, high domestic interest rates,
negative economic growth, reduced consumer purchasing power and high
unemployment. Under its current leadership, the Brazilian government has been
pursuing economic stabilization policies, including the encouragement of foreign
trade and investment and an exchange rate policy of free market flotation. In
the last year, there was an improvement in the Brazilian economic environment.
Nevertheless, no assurance can be given that the Brazilian government will
continue to pursue these policies, that these policies will be successful if
pursued or that these policies will not be significantly altered. In case of a
decline in the Brazilian economy, political or social problems or a reversal of
Brazil's foreign investment policy it is likely that any such change will have
an adverse effect on the Company's results of operations and financial
condition. Additionally, inflation in Brazil may lead to higher wages and
salaries for employees and increases in the cost of raw materials, which would
adversely affect the Company's profitability.





Risks
inherent in foreign operations include nationalization, war, terrorism, and
other political risks and risks of increases in foreign taxes or changes in U.S.
tax treatment of foreign taxes paid and the imposition of foreign government
royalties and fees.




18




ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
required for smaller reporting companies.




ITEM
4T.  CONTROLS AND PROCEDURES




a)
            Evaluation of Disclosure Controls
      and Procedures. As at June 30, 2009, the Company’s management carried out
      an evaluation, under the supervision of the Company’s Chief Executive
      Officer and Chief Financial Officer, of the effectiveness of the design
      and operation of the Company’s system of disclosure controls and
      procedures pursuant to the Securities and Exchange Act, Rule 13a-15(d) and
      15d-15(d) under the Exchange Act. Based upon that evaluation, the Chief
      Executive Officer and Chief Financial Officer concluded that the Company’s
      disclosure controls and procedures were not effective, as of the date of
      their evaluation, for the purposes of recording, processing, summarizing
      and timely reporting material information required to be disclosed in
      reports filed by the Company under the Securities Exchange Act of 1934 in
      that they failed to result in the timely reporting of material financial
      information. The Company intends to implement new controls and procedures
      in the fourth quarter of 2008 that will be designed to process, summarize
      and timely report all material information, including financial, on a
      going forward basis.




b)
            Changes in internal controls.
      There were no changes in the Company’s internal controls over financial
      reporting, that occurred during the period covered by this report that
      have materially affected, or are reasonably likely to materially affect,
      the Company’s internal control over financial
      reporting.




19




PART
II.   OTHER INFORMATION




ITEM 1.   LEGAL
PROCEEDINGS




As at
June 30, 2009, the Company was not a party to any litigation of any
kind.




ITEM 1A.
RISK FACTORS.





As a
small business company, we are not required to provide the information required
by this item.





ITEM 2.   UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.




The
Company has not issued any shares during this period




ITEM 3.   DEFAULTS
UPON SENIOR SECURITIES.




The
Company has not defaulted on any senior securities.




ITEM 4.   SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS




Not
applicable.




ITEM 5.   OTHER
INFORMATION




Not
applicable.





ITEM 6.   EXHIBITS
AND REPORTS ON FORM 8-K




(a)
            EXHIBITS




2.1 Share
Purchase and Sale Agreement**


10.1 8-K
Report re Entry into a Material Definitive Agreement, September 28, 2008
*


10.2
First Amendment to the Series A Preferred Shares Subscription Agreement
*


10.3 BDFC
Leaseback Agreement *


10.4
Shareholders Agreement of Global Milk Businesses and Administration of Private
Properties LTDA. **


10.5
Agreement for the Surrender and Transfer of Trademarks**


10.6
Alteration of Social Contract of Global Milk Businesses and Administration of
Private Properties LTDA. **


31.1
Certification by Daniel Ollech, Chief Executive Officer, Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002


31.2
Certification by Spence Walker, Chief Financial Officer, Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
 32.1
Certification by Daniel Ollech, Chief Executive Officer, Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
 32.2
Certification by Spence Walker, Chief Financial Officer, Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002


*
incorporated by reference from our Form 10-Q Current Report, filed November 19,
2008


**
incorporated by reference from our Form 10-Q Current Report, filed May 20,
2009




(b)
            Reports
      on Form 8K





On May
19, 2009, the Company filed a fomr 8k with the SEC for the acquisition of Global
Milk Businesses and Administration of Private Properties LTDA




20




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized, in Markham, Ontario, on
the 19th day of August 2009.




B
      & D FOOD, CORP.By:
      /s/ Daniel OllechDaniel
      OllechChief
      Executive Officer




21