UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
  - 1st
Quarter 2009 –
 Amendment
No.1 to
  FORM
10-Q
  x
              QUARTERLY REPORT UNDER SECTION 13
      OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934
 
 For the
quarterly period ended March 31, 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.)
 575
Madison Avenue
 Ste
1006
 New York,
New York 10022-257
 (Address
of Principal Executive Offices)
 
 (212)
937-8456
 (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 is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes   ̈     No
x
 
 As of
March 31, 2009, there were 149,986,955 shares of Common Stock, par value $0.001
per share issued and outstanding.
 
 Small
Company Disclosure (check one):    Yes  x  No    ̈
 
  TABLE
OF CONTENTS
  PagePART
      IItem
      1.
                      Financial
      Statements
                      1-9Item
      2.
                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                      10-16Item
      3.
                      Quantitative
      and Qualitative Disclosures About Market RiskItem
      4.
                      Controls
      and Procedures
                      17PART
      IIItem
      1.
                      Legal
      Proceedings
                      18Item
      1A.
                      Risk
      Factors
                      18Item
      2.
                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                      18Item
      3.
                      Defaults
      Upon Senior Securities
                      18Item
      4.
                      Submission
      of Matters to a Vote of Securities Holders
                      18Item
      5.
                      Other
      Information
                      18Item
      6.
                      Exhibits
                      18
 
 Explanatory
Note:
 
 This
Quarterly Report on Form 10-Q/A is being filed as Amendment No. 1 to our
Quarterly Report on Form 10-Q which was originally filed with the Securities and
Exchange Commission (“SEC”) on May 20, 2009. We are filing this form 10-Q/A to
disclose the restatement of the comparative balance sheet for the year ended
December 31, 2008 and the corresponding corrections to the deficit and
classifications in the March 31, 2009 balance sheet. These corrections are
described in more detail in Note 20 of the Financial Statements in our 10-K
amendment No. 2. We have updated “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” to the extent they are affected
by the correction of the aforementioned errors. In addition, we have corrected
certain typographical errors throughout the report and have made changes to the
equity section to reflect two stock transactions, previously unrecorded during
the 2008 fiscal year.
 
 For
the convenience of the reader, this Form 10-Q/A sets forth the entire Form 10-Q,
which was prepared and relates to the Company as of March 31 , 2009. However,
this Form 10-Q/A only amends and restates the items described above to reflect
the effects of the restatement and no attempt has been made to modify or update
other disclosures presented in our March 31, 2009 Form 10-Q. Accordingly, except
for the foregoing amended information, this Form 10-Q/A continues to speak as of
May 20, 2009 (the original filing date of the March 31, 2009 Form 10-Q), and
does not reflect events occurring after the filing of our March 31, 2009 Form
10-Q and does not modify or update those disclosures affected by subsequent
events. Forward looking statements made in the March 31, 2009 Form 10-Q have not
been revised to reflect events, results or developments that have become known
to us after the date of the original filing (other than the current restatements
described above), and such forward looking statements should be read in their
historical context. Unless otherwise stated, the information in this Form 10-Q/A
not affected by such current restatements is unchanged and reflects the
disclosures made at the time of the original filing.
  i
  PART I.
FINANCIAL INFORMATION
 
 ITEM 1.
FINANCIAL STATEMENTS
 
 B & D
FOOD, CORP.
 
 (a
Delaware corporation)
 
 
 
 INTERIM
CONSOLIDATED FINANCIAL
 
 REPORTS
(UNAUDITED)
 
 AS
AT
 
 MARCH 31,
2009
 
 
  B&D
FOOD CORP. AND SUBSIDIARY
 
 CONSOLIDATED
FINANCIAL STATEMENTS
 
 March
31, 2009
  
  B&D
FOOD CORP. AND SUBSIDIARY
 
 March
31, 2009
 
 CONTENTS
  PageCONSOLIDATED
      FINANCIAL STATEMENTSConsolidated
      Balance Sheets as at March 31, 2009 and December 31, 2008
                        1 -
      2Consolidated
      Statements of Loss and Comprehensive Loss for the Three Months
      Ended
                        3Consolidated
      Statements of Cash Flows for the Three Months Ended
                        4Notes
      to the Consolidated Financial Statements for the Three Months
      Ended
                        5 -
      9
  
  B&D
FOOD CORP. AND SUBSIDIARY
 
 CONSOLIDATED
BALANCE SHEETS
 
 AS
AT MARCH 31
 
 (Expressed
in United States Dollars)
 
 31 DecemberNote
                                        
                                        
                                        31 March2009
                                          (Unaudited)
                                        
                                        
                                        2008
                                          (Audited)
                                          (restated)ASSETSCurrent
      AssetsNote
      receivable- current portion
                                        
                                        
                                        
                                        $
                                        126,424
                                        
                                        
                                        
                                        126,424Prepaid
      and sundry assets
                                        
                                        
                                        
                                        
                                        12,885
                                        
                                        
                                        $
                                        12,885Advances
      to related parties
                                        
                                        
                                        
                                        
                                        442,800
                                        
                                        
                                        
                                        442,800Total
      Current Assets
                                        
                                        
                                        
                                        
                                        582,109
                                        
                                        
                                        
                                        582,109Long-Term
      AssetsNote
      receivable
                                        
                                        
                                        
                                        
                                        5,575,210
                                        
                                        
                                        
                                        5,606,817Property,
      plant and equipment, net
                                        4
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,017Total
      Long-Term Assets
                                        
                                        
                                        
                                        
                                        
                                        
                                        5,575,210
                                        
                                        
                                        
                                        5,608,834Total
      Assets
                                        
                                        
                                        
                                        
                                        
                                        $
                                        6,157,319
                                        
                                        
                                        $
                                        6,190,943
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  1
  B&D
FOOD CORP. AND SUBSIDIARY
 
 CONSOLIDATED
BALANCE SHEETS (Continued)
 
 AS
AT MARCH 31
 
 (Expressed
in United States Dollars)
 
 31 DecemberNote
                                      
                                      
                                      31 March2009
                                        (Unaudited)
                                      
                                      
                                      2008
                                        (Audited)
                                        (restated)LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesBank
      indebtedness
                                      
                                      
                                      
                                      
                                      $
                                      669
                                      
                                      
                                      $
                                      669Accounts
      payable
                                      
                                      
                                      
                                      
                                      
                                      431,678
                                      
                                      
                                      
                                      379,867Accrued
      liabilities and other payables
                                      
                                      5
                                      
                                      
                                      
                                      2,090,723
                                      
                                      
                                      
                                      2,046,294Convertible
      debentures - current portion
                                      
                                      6
                                      
                                      
                                      
                                      2,451,574
                                      
                                      
                                      
                                      2,404,586Total
      Current Liabilities
                                      
                                      
                                      
                                      
                                      
                                      
                                      4,974,644
                                      
                                      
                                      
                                      4,831,416Long-Term
      LiabilitiesConvertible
      debentures
                                      
                                      6
                                      
                                      
                                      
                                      1,384,844
                                      
                                      
                                      
                                      1,350,498Total
      Liabilities
                                      
                                      
                                      
                                      
                                      
                                      
                                      6,359,488
                                      
                                      
                                      
                                      6,181,914Commitments
      and Contingencies
                                      
                                      7Going
      Concern
                                      
                                      2Stockholders'
      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: 149,986,955
                                      
                                      
                                      
                                      
                                      
                                      
                                      149,987
                                      
                                      
                                      
                                      149,987Additional
      paid-in capital - common shares
                                      
                                      
                                      
                                      
                                      
                                      
                                      2,711,769
                                      
                                      
                                      
                                      2,711,769Stock
      to be issued
                                      
                                      
                                      
                                      
                                      
                                      
                                      145,000
                                      
                                      
                                      
                                      145,000Accumulated
      deficit
                                      
                                      
                                      
                                      
                                      
                                      
                                      (18,152,749
                                      )
                                      
                                      
                                      (17,941,551
                                      )Total
      Stockholders' Deficit
                                      
                                      
                                      
                                      
                                      
                                      
                                      (202,169
                                      )
                                      
                                      
                                      9,029Total
      Liabilities and Stockholders' Deficit
                                      
                                      
                                      
                                      
                                      
                                      $
                                      6,157,319
                                      
                                      
                                      $
                                      6,190,943
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  2
  B&D
FOOD CORP. AND SUBSIDIARY
 
 CONSOLIDATED
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
 
 FOR
THE THREE MONTHS ENDED MARCH 31,
 
 (Expressed
in United States Dollars)
 
 2009
                            (Unaudited)
                          
                          
                          2008
                            (Unaudited)REVENUES
                          
                          $
                          -
                          
                          
                          $
                          -COST
      OF GOODS SOLD
                          
                          
                          -
                          
                          
                          
                          33,562GROSS
      LOSS
                          
                          
                          -
                          
                          
                          
                          (33,562
                          )EXPENSESManagement
      and directors fees
                          
                          
                          60,000
                          
                          
                          
                          -General
      and administrative
                          
                          
                          28,828
                          
                          
                          
                          592,181Rent
      and occupancy costs
                          
                          
                          200,727
                          
                          
                          
                          -Depreciation
                          
                          
                          -
                          
                          
                          
                          34,582TOTAL
      OPERATING EXPENSES
                          
                          
                          289,555
                          
                          
                          
                          626,763LOSS
      FROM OPERATIONS
                          
                          
                          (289,555
                          )
                          
                          
                          (660,325
                          )Interest,
      net
                          
                          
                          (81,335)
                          
                          
                          
                          (924,233
                          )Foreign
      exchange
                          
                          
                          15,572Other
      income, net
                          
                          
                          144,121
                          
                          
                          
                          40,617LOSS
      BEFORE TAXES
                          
                          
                          (211,197
                          )
                          
                          
                          (1,543,941
                          )Taxes
                          
                          
                          -
                          
                          
                          
                          -NET
      LOSS
                          
                          $
                          (211,197
                          )
                          
                          $
                          (1,543,941
                          )COMPREHENSIVE
      LOSS
                          
                          $
                          (211,197
                          )
                          
                          $
                          (1,543,941
                          )LOSS
      PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
      DILUTED
                          
                          $
                          0.00
                          
                          
                          $
                          (0.01
                          )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND
    DILUTED
                          
                          
                          149,986,955
                          
                          
                          
                          148,986,955
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  3
  B&D
FOOD CORP. AND SUBSIDIARY
 
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 
 FOR
THE THREE MONTHS ENDED MARCH 31,
 
 (Expressed
in United States Dollars)
  2009
                            (Unaudited)
                          
                          
                          2008
                            (Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                          
                          $
                          (211,197
                          )
                          
                          $
                          (1,543,941
                          )Adjustments
      to reconcile net loss to net cash used in operating
      activitiesDepreciation
                          
                          
                          -
                          
                          
                          
                          34,582Interest
      due to convertible notes and bank debts
                          
                          
                          81,335
                          
                          
                          
                          255,780Change
      in allowance for severance pay
                          
                          
                          -
                          
                          
                          
                          10,052Loss
      (gain) from disposition of property, plant and
    equipment
                          
                          
                          2,018
                          
                          
                          
                          (17,285
                          )Interest
      on note receivable
                          
                          
                          (144,121)Changes
      in operating assets and liabilities:Accounts
      receivable
                          
                          
                          -
                          
                          
                          
                          (13,344
                          )Prepaid
      and sundry assets
                          
                          
                          -
                          
                          
                          
                          (96,558
                          )Note
      receivable
                          
                          
                          31,606
                          
                          
                          
                          -Accounts
      payable
                          
                          
                          195,931
                          
                          
                          
                          51,273Accrued
      liabilities and other payables
                          
                          
                          44,428
                          
                          
                          
                          378,978NET
      CASH USED IN OPERATING ACTIVITIES
                          
                          
                          -
                          
                          
                          
                          (940,461
                          )CASH
      FLOWS FROM INVESTING ACTIVITIESProceeds
      from disposal of property, plant and equipment, net
                          
                          
                          -
                          
                          
                          
                          17,285CASH
      FLOWS FROM FINANCING ACTIVITIESRepayment
      of bank loans
                          
                          
                          -
                          
                          
                          
                          (676
                          )Proceeds
      from long term debt
                          
                          
                          -
                          
                          
                          
                          33,187Proceeds
      from convertible debentures
                          
                          
                          -
                          
                          
                          
                          890,000NET
      CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
                          
                          
                          -
                          
                          
                          
                          922,511NET
      INCREASE IN CASH AND CASH EQUIVALENTS
                          
                          
                          -
                          
                          
                          
                          (665
                          )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                          
                          
                          -
                          
                          
                          
                          3,175CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                          
                          $
                          -
                          
                          
                          $
                          2,510
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  4
  B&D
FOOD CORP. AND SUBSIDIARY
 
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 March
31, 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 is developing a plan of operations for its leased facilities 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 a note bearing annual interest of 10% repayable in
equal monthly payments of principal and interest of $58,575.  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.
  5
  B&D
FOOD CORP. AND SUBSIDIARY
 
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 March
31, 2009 and 2008
 
 (Expressed
in United States Dollars)
  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
three months ended March 31, 2009 the Company experienced a net loss of $211,197
(March 31, 2008 - $1,543,941) and has a working capital deficiency of $4,392,535
(December 31, 2008 - $4,249,307).
 
 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
$12,000,000.  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.
  3.
                  BASIS OF
      PRESENTATION
 
 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 100% owned
subsidiary, BDFC Brazil Alimentos LTDA.
 
 Brazilian
company’s law required Brazilian corporations to have more than one
stockholder.  B&D Foods Corporation holds effectively 100% of the
shares and the minority interest is held in trust for B&D Food Corporation
by a related party in order to comply with local regulations.
 
 All
significant inter-company accounts and transactions are eliminated on
consolidation.
  6
  B&D
FOOD CORP. AND SUBSIDIARY
 
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 March
31, 2009 and 2008
 
 (Expressed
in United States Dollars)
  4.
                  PROPERTY, PLANT AND
      EQUIPMENT
 
 The
components of property, plant and equipment were as follows:
  March 31,
                              2009
                            
                            
                            December 31,
                              2008
                              (Audited)Computers,
      furniture and machinery
                            
                            $
                            -
                            
                            
                            $
                            6,583-
                            
                            
                            
                            6,583Accumulated
      depreciation
                            
                            
                            -
                            
                            
                            
                            (4,566
                            )Net
      book value
                            
                            $
                            -
                            
                            
                            $
                            2,017
  5.
                  ACCRUED LIABILITIES AND OTHER
      PAYABLES
 
 March 31,2009
                            
                            
                            December 31,
                              2008
                              (Audited)
                              (restated)Employees
      and related institutions
                            
                            $
                            1,543,694
                            
                            
                            $
                            1,483,694Amounts
      payable to stockholders of the Company, unsecured, non interest bearing
      and payable on demand
                            
                            
                            93,284
                            
                            
                            
                            93,284Other
      accrued liabilities
                            
                            
                            453,745
                            
                            
                            
                            469,316$
                            2,090,723
                            
                            
                            $
                            2,046,294
 
 Included
in employees and related institutions is $1,253,241 (December 31, 2008 -
$1,253,241) in accrued management fees which are payable to a corporate
shareholder.
  7
  B&D
FOOD CORP. AND SUBSIDIARY
 
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 March
31, 2009 and 2008
 
 (Expressed
in United States Dollars)
  6.
                  CONVERTIBLE DEBENTURES AND
      PROMISSORY NOTES
 
 Composed
of:
  March 31, 2009
                            
                            
                            December 31,
                              2008
                              (Audited)
                              (restated)Convertible
      debentures - other
                            
                            $
                            2,256,859
                            
                            
                            $
                            2,215,671Promissory
      notes
                            
                            
                            1,579,560
                            
                            
                            
                            1,539,413$
                            3,836,419
                            
                            
                            $
                            3,755,084
 
 The
convertible debentures and promissory notes are unsecured and mature and become
due as follows:
  March 31,
                              2009
                            
                            
                            December 31,
                              2008
                              (Audited)
                              (restated)Amount
      due in 2009
                            
                            
                            2,451,574
                            
                            
                            
                            2,404,586Amount
      due in 2010
                            
                            
                            108,861
                            
                            
                            
                            106,361Amount
      due in 2011
                            
                            
                            315,611
                            
                            
                            
                            310,611Amount
      due in 2013
                            
                            
                            960,373
                            
                            
                            
                            933,526$
                            3,836,419
                            
                            
                            $
                            3,755,084
  7.
                  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
  8


B&D
FOOD CORP. AND SUBSIDIARY




NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS




March
31, 2009 and 2008




(Expressed
in United States Dollars)




8.SUBSEQUENT EVENTS




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 ($6,370,000) by December 10, 2009 or the shares
issued will be cancelled.  The Company has not made any payment
towards the acquisition or capital contribution.  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.  The Company is currently
assessing the fair value of the assets and liabilities of Global
Milk.


9




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 one hundred
      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
July 1, 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.


10




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 ($6,370,000) 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.




FINANCIAL
CONDITION AND LIQUIDITY




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




The
Company’s total assets as at March 31, 2009, as reflected in the consolidated
balance sheet, totaled $6,157,319 compared to $6,190,943 as at December 31,
2008.




The
Company’s consolidated deficit in working capital amounted to $ 4,392,535and the
consolidated quick ratio was 0.12%.




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 short-term indebtedness
was approximately $669.




The
Company’s remaining long-term financing is mainly based on convertible
promissory notes in the aggregate amount of $3,958,802, issued to third
parties.




The
shareholders’ deficit as at March 31, 2009 totaled $202,169compared to a
shareholders’ equity of $9,090 of $ as at December 31, 2008.




One of
the Company’s shareholders provided a personal guarantee to two banks in Brazil
in connection with loans received from those banks by BDFC. The Company had
accrued a guarantee fees payable to the shareholder for providing the guarantee,
in the amount of $21,250 per quarter. This fee accrual terminated on the sale of
BDFC on July 1, 2008.




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
$12,000,000.  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.


11





THREE
MONTHS ENDED MARCH 31, 2009 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2008




Net
Income (Loss)




The
Company’s consolidated net loss for the first quarter of 2009 amounted to
$211,197, compared to a consolidated net loss of $1,543,941 for the first
quarter of the previous year.




Revenue




The
Company was not in operations and therefore did not generate any revenue for the
three months ended March 31, 2009, the same for the first quarter of the
previous year.





Cost of
Revenues




As with
the Company’s revenues in the first quarter of 2008, the cost of revenues was
minimal.




General
and Administrative Expenses




The
consolidated general and administrative expenses for the first quarter of 2009
amounted to $28,828, compared to consolidated general and administrative
expenses of $592,181 for the first quarter of the previous year.




Financial
Expenses




The
consolidated financial expenses for the first quarter of 2009 amounted to
$81,335, compared to consolidated financial expenses of $924,233 for the first
quarter of the previous year.  The decrease is due to the conversion
of certain shareholder notes to common shares.





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:


12





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.




Revenue
Recognition—Substantially all of the Company’s revenues are on contracts
recognized using the percentage-of-completion method, measured by the ratio of
costs incurred to date to estimated total costs for each contract. Contract
costs include all direct material and labor costs and those indirect costs
related to contract performance, such as supplies and travels. General and
administrative costs are charged to expense as incurred. Losses on contracts are
recorded in full as they are identified.




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.


13




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.





New
Accounting Pronouncements





In
September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, Fair Value
Measurements, (SFAS 157). SFAS 157 defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements.
FAS 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and interim periods within those fiscal
years. In February 2008, FASB issued Staff Position 157-2, Effective Date of FASB Statement
No. 157, (FSP 157-2) which delays the effective date of
SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for
items that are recognized or disclosed at fair value in the financial statements
on a recurring basis.




In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, "The Fair Value Option
for Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115". This statement permits entities to choose to measure
many financial instruments and certain other items at fair value. Most of the
provisions of SFAS No. 159 apply only to entities that elect the fair value
option. However, the amendment to SFAS No. 115 "Accounting for Certain Investments
in Debt and Equity Securities" applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity's first fiscal year that begins after November 15,
2007.


14




In June
2007, the FASB ratified Emerging Issue Task Force (“EITF”) Issue No. EITF 06-11
Accounting for the Income Tax
Benefits of Dividends on Share-Based Payment Awards (“EITF 06-11”). EITF
06-11 provides that tax benefits associated with dividends on share-based
payment awards be recorded as a component of additional paid-in capital. EITF
06-11 is effective, on a prospective basis, for fiscal years beginning after
December 15, 2007.




In June
2007, the FASB issued EITF Issue No. 07-03, Accounting for Non-Refundable
Advance Payments for Goods or Services to Be Used in Future Research and
Development Activities (“EITF 07-03”). EITF 07-03 provides guidance on
whether non-refundable advance payments for goods that will be used or services
that will be performed in future research and development activities should be
accounted for as research and development costs or deferred and capitalized
until the goods have been delivered or the related services have been rendered.
EITF 07-03 is effective for fiscal years beginning after December 15,
2007.





In
December 2007, the FASB issued SFAS 141R, “Business Combinations - Revised
2007,” which replaces FASB Statement No. 141, “Business Combinations.” SFAS
141Restablishes
principles and requirements intending to improve the relevance, representational
faithfulness, and comparability of information that a reporting entity provides
in its financial reports about a business combination and its effects. This is
accomplished through requiring the acquirer to recognize assets acquired and
liabilities assumed arising from contractual contingencies as of the acquisition
date, measured at their acquisition-date fair values. This includes contractual
contingencies only if it is more likely than not that they meet the definition
of an asset of a liability in FASB Concepts Statement No. 6, “Elements of Financial
Statements - a
replacement of FASB Concepts Statement No. 3.”This statement also
requires the acquirer to recognized goodwill as of the acquisition date,
measured as a residual. However, this statement improves the way in which an
acquirer’s obligations to make payments conditioned on the outcome of future
events are recognized and measured, which in turn improves the measure of
goodwill. This statement also defines a bargain purchases as a business
combination in which the total acquisition-date fair value of the consideration
transferred plus any noncontrolling interest in the acquiree, and it requires
the acquirer to recognize that excess in earnings as a gain attributable to the
acquirer. This therefore improves the representational faithfulness and
completeness of the information provided about both the acquirer’s earnings
during the period in which it makes a bargain purchase and the measures of the
assets acquired in the bargain purchase.




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Stateme0147nts - an amendment of ARB No. 51,”which establishes
accounting and reporting standards to improve the relevance, comparability, and
transparency of financial information in its consolidated financial statements.
This is accomplished by requiring all entities, except not-for-profit
organizations, that prepare consolidated financial statements to (a) clearly
identify, label, and present ownership interests in subsidiaries held by parties
other than the parent in the consolidated statement of financial position within
equity, but separate from the parent’s equity, (b) clearly identify and present
both the parent’s and the noncontrolling interest’s attributable consolidated
net income on the face of the consolidated statement of income, (c) consistently
account for changes in parent’s ownership interest while the parent retains it
controlling financial interest in subsidiary and for all transactions that are
economically similar to be accounted for similarly, (d) measure of any gain,
loss or retained noncontrolling equity at fair value after a subsidiary is
deconsolidated, and (e) provide sufficient disclosures that clearly identify and
distinguish between the interests of the parent and the interests of the
noncontrolling owners. This Statement also clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements. SFAS
No. 160 is effective for fiscal years, and interim periods on or after December
15, 2008. The Company does not expect the adoption of this pronouncement to have
a material impact on its financial statements.




In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities.” SFAS No. 161 is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. The
Company believes that the adoption of SFAS No. 161 will not have a
material impact on its consolidated financial statements.


15





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.


16





ITEM
3.  CONTROLS AND PROCEDURES




a)
            Evaluation of Disclosure
      Controls and Procedures. As at March 31, 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 third quarter of 2009 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.


17





PART
II.   OTHER INFORMATION




ITEM 1.   LEGAL
PROCEEDINGS




As at
March 31, 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




Reports
on Form 8-K




1. Entry
into a Material Definitive Agreement, September 28, 2008




2. Entry
into a Material Definitive Agreement, May 19, 2009




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 Daniel Ollech, 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 Daniel Ollech, 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


18




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 New York, New York, on
the 10th day of November 2009.




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


19