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 September 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





LATTENO
FOOD CORP.


(FORMERLY
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
October 31 , 2009, there were 8,674,679shares of Common Stock, par value $0.001
per share issued and outstanding.








TABLE
OF CONTENTS





PagePART
      IItem
      1.
                Financial
      Statements
                2-13Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                14-27Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                28Item
      4.
                Controls
      and Procedures
                28PART
      IIItem
      1.
                Legal
      Proceedings
                29Item
      1A.
                Risk
      Factors
                29Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                29Item
      3.
                Defaults
      Upon Senior Securities
                29Item
      4.
                Submission
      of Matters to a Vote of Securities Holders
                29Item
      5.
                Other
      Information
                29Item
      6.
                Exhibits
                29




1





PART I.
FINANCIAL INFORMATION





ITEM 1.
FINANCIAL STATEMENTS




LATTENO
FOOD CORP. AND SUBSIDIARY
  CONSOLIDATED
FINANCIAL STATEMENTS
  SEPTEMBER
30, 2009
  2
  LATTENO
FOOD CORP. AND SUBSIDIARY
 SEPTEMBER
30, 2009
  CONTENTS
 
 PageCONSOLIDATED
      FINANCIAL STATEMENTSConsolidated
      Balance Sheets as at September 30, 2009 and December 31,
    2008
                              
                              4 -
      5Consolidated
      Statements of Loss and Comprehensive Loss for the Three and Nine Months
      Ended
                              
                              6 -
      7Consolidated
      Statements of Cash Flows for the Nine Months Ended
                              
                              8Notes
      to the Consolidated Financial Statements
                              
                              9 -
      13
  3
 
 LATTENO
FOOD CORP. AND SUBSIDIARY
 CONSOLIDATED
BALANCE SHEETS
  AS
AT
  (Expressed
in United States Dollars)
 
 Note
                                                                
                                                                September 30,
                                                                  2009
                                                                  (unaudited)
                                                                
                                                                
                                                                December 31,
                                                                  2008
                                                                  (audite)
                                                                  (restated)ASSETSCurrent
      AssetsCash
      and cash equivalents
                                                                
                                                                
                                                                
                                                                $
                                                                58,907
                                                                
                                                                
                                                                $
                                                                -Accounts
      receivable, net of allowance for doubtful accounts of $Nil (2008 -
      $Nil)
                                                                
                                                                
                                                                
                                                                
                                                                940,835
                                                                
                                                                
                                                                
                                                                -Prepaid
      and sundry assets
                                                                
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                12,885Note
      receivable-current portion
                                                                
                                                                
                                                                
                                                                
                                                                126,424
                                                                
                                                                
                                                                
                                                                126,424Advances
      to related parties
                                                                
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                442,800Total
      Current Assets
                                                                
                                                                
                                                                
                                                                
                                                                1,126,166
                                                                
                                                                
                                                                
                                                                582,109Long-Term
      AssetsNote
      receivable
                                                                
                                                                
                                                                
                                                                
                                                                5,511,998
                                                                
                                                                
                                                                
                                                                5,606,817Property,
      plant and equipment, net
                                                                
                                                                
                                                                
                                                                
                                                                5,816
                                                                
                                                                
                                                                
                                                                2,017Total
      Long-Term Assets
                                                                
                                                                
                                                                
                                                                
                                                                5,517,814
                                                                
                                                                
                                                                
                                                                5,608,834Other
      AssetsIntangible
      assets
                                                                
                                                                
                                                                
                                                                
                                                                9,987,200
                                                                
                                                                
                                                                
                                                                -Total
      Other Assets
                                                                
                                                                
                                                                
                                                                
                                                                9,987,200
                                                                
                                                                
                                                                
                                                                -Total
      Assets
                                                                
                                                                
                                                                
                                                                $
                                                                16,631,180
                                                                
                                                                
                                                                $
                                                                6,190,943
  The
accompanying notes are an integral part of these consolidated financial
statements.
  4
  LATTENO
FOOD CORP. AND SUBSIDIARY
 CONSOLIDATED
BALANCE SHEETS (Continued)
  AS
AT
  (Expressed
in United States Dollars)
 
 Note
                                                                          
                                                                          
                                                                          September 30,
                                                                            2009
                                                                            (unaudited)
                                                                          
                                                                          
                                                                          December 31,
                                                                            2008
                                                                            (audited)
                                                                            (restated)LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesBank
      indebtedness
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          669Accounts
      payable
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          1,671,959
                                                                          
                                                                          
                                                                          
                                                                          379,867Due
      on acquisition of subsidiary
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          11,179,660
                                                                          
                                                                          
                                                                          
                                                                          -Accrued
      liabilities and other payables
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          1,257,978
                                                                          
                                                                          
                                                                          
                                                                          2,046,294Convertible
      debentures and promissory notes - current portion
                                                                          
                                                                          4
                                                                          
                                                                          
                                                                          
                                                                          2,630,558
                                                                          
                                                                          
                                                                          
                                                                          2,404,586Total
      Current Liabilities
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          16,740,155
                                                                          
                                                                          
                                                                          
                                                                          4,831,416Long-Term
      LiabilitiesConvertible
      debentures and promissory notes
                                                                          
                                                                          4
                                                                          
                                                                          
                                                                          
                                                                          1,339,562
                                                                          
                                                                          
                                                                          
                                                                          1,350,498Total
      Liabilities
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          18,079,717
                                                                          
                                                                          
                                                                          
                                                                          6,181,914Minority
      Interest in Consolidated Subsidiary
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          136,710
                                                                          
                                                                          
                                                                          
                                                                          -Commitments
      and Contingencies
                                                                          
                                                                          5Going
      Concern
                                                                          
                                                                          2Stockholders'
      (Deficit) Equity
                                                                          
                                                                          6Preferred
      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: 8,674,679
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          8,675
                                                                          
                                                                          
                                                                          
                                                                          7,499Additional
      paid-in capital - common shares
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          3,183,081
                                                                          
                                                                          
                                                                          
                                                                          2,854,257Stock
      to be issued
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          145,000Accumulated
      other comprehensive income
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          (781,290
                                                                          )
                                                                          
                                                                          
                                                                          -Accumulated
      deficit
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          (18,939,537
                                                                          )
                                                                          
                                                                          
                                                                          (17,941,551
                                                                          )Total
      Stockholders' (Deficit) Equity
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          (1,585,247
                                                                          )
                                                                          
                                                                          
                                                                          9,029Total
      Liabilities and Stockholders' (Deficit) Equity
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          $
                                                                          16,631,180
                                                                          
                                                                          
                                                                          $
                                                                          6,190,943
    5
 
 LATTENO
FOOD CORP. AND SUBSIDIARY
 CONSOLIDATED
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
  FOR
THE THREE MONTH PERIOD ENDED  SEPTEMBER 30
  (Expressed
in United States Dollars)
 
 2009
                                                                                                        (unaudited)
                                                                                                      
                                                                                                      
                                                                                                      2008
                                                                                                        (unaudited
                                                                                                        (restated)REVENUES
                                                                                                      
                                                                                                      $
                                                                                                      1,035,380
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -COST
      OF GOODS SOLD
                                                                                                      
                                                                                                      
                                                                                                      957,039
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -GROSS
      PROFIT
                                                                                                      
                                                                                                      
                                                                                                      78,341
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -ROYALTIES
                                                                                                      
                                                                                                      
                                                                                                      195,052EXPENSESRent
      and occupancy costs
                                                                                                      
                                                                                                      
                                                                                                      205,970
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -General
      and administrative
                                                                                                      
                                                                                                      
                                                                                                      249,551
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      216,386Management
      and directors fees
                                                                                                      
                                                                                                      
                                                                                                      70,671
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      4,095,268Depreciation
                                                                                                      
                                                                                                      
                                                                                                      57
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      164TOTAL
      OPERATING EXPENSES
                                                                                                      
                                                                                                      
                                                                                                      526,249
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      4,311,818LOSS
      FROM OPERATIONS
                                                                                                      
                                                                                                      
                                                                                                      (252,856
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (4,311,818
                                                                                                      )Interets,
      net
                                                                                                      
                                                                                                      
                                                                                                      (97,805
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (282,907
                                                                                                      )Foreign
      exchange
                                                                                                      
                                                                                                      
                                                                                                      (7,730
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      -Other
      income, net
                                                                                                      
                                                                                                      
                                                                                                      144,121
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -Gain
      on sale of subsidiary interets
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      11,969,386NET
      (LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES
                                                                                                      
                                                                                                      
                                                                                                      (214,270
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      7,374,661Provision
      for income taxes
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -NET
      (LOSS) INCOME FROM OPERATIONS BEFORE MINORITY INTEREST
                                                                                                      
                                                                                                      
                                                                                                      (214,270
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      7,374,661Minority
      interest in income of subsidiaries
                                                                                                      
                                                                                                      
                                                                                                      (93,486
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      -NET
      (LOSS) INCOME
                                                                                                      
                                                                                                      $
                                                                                                      (307,756
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      7,374,661FOREIGN
      CURRENCY TRANSLATION ADJUSTMENT
                                                                                                      
                                                                                                      
                                                                                                      (788,451
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      -COMPREHENSIVE
      (LOSS) INCOME
                                                                                                      
                                                                                                      $
                                                                                                      (1,096,207
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      7,381,402LOSS
      PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
    DILUTED
                                                                                                      
                                                                                                      $
                                                                                                      (0.04
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      0.99WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
                                                                                                      
                                                                                                      
                                                                                                      8,427,228
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      7,449,348
    6
 LATTENO
FOOD CORP. AND SUBSIDIARY
 CONSOLIDATED
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
  FOR
THE NINE MONTH PERIOD ENDED  SEPTEMBER 30
  (Expressed
in United States Dollars)
 
 2009
                                                                                                          (unaudited)
                                                                                                        
                                                                                                        
                                                                                                        2008
                                                                                                          (unaudited)
                                                                                                          (restated)REVENUES
                                                                                                        
                                                                                                        $
                                                                                                        1,035,380
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        -COST
      OF GOODS SOLD
                                                                                                        
                                                                                                        
                                                                                                        957,039
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        80,824GROSS
      PROFIT (LOSS)
                                                                                                        
                                                                                                        
                                                                                                        78,341
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        (80,824
                                                                                                        )ROYALTIES
                                                                                                        
                                                                                                        
                                                                                                        309,971EXPENSESRent
      and occupancy costs
                                                                                                        
                                                                                                        
                                                                                                        607,425
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -Management
      and directors fees
                                                                                                        
                                                                                                        
                                                                                                        155,416
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        4,427,260General
      and administrative
                                                                                                        
                                                                                                        
                                                                                                        277,504
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        792,719Depreciation
                                                                                                        
                                                                                                        
                                                                                                        57
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        68,570TOTAL
      OPERATING EXPENSES
                                                                                                        
                                                                                                        
                                                                                                        1,040,402
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        5,288,549LOSS
      FROM OPERATIONS
                                                                                                        
                                                                                                        
                                                                                                        (652,090
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        (5,339,373
                                                                                                        )Interest,
      net
                                                                                                        
                                                                                                        
                                                                                                        (245,974
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        2,514,104Foreign
      exchange
                                                                                                        
                                                                                                        
                                                                                                        (395,573
                                                                                                        )Other
      income, net
                                                                                                        
                                                                                                        
                                                                                                        432,364
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        44,146Gain
      on sale of subsidiary interets
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        11,969,386NET
      LOSS FROM OPERATIONS BEFORE INCOME TAXES
                                                                                                        
                                                                                                        
                                                                                                        (861,273
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        4,130,055Provision
      for income taxes
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -NET
      LOSS FROM OPERATIONS BEFORE MINORITY INTEREST
                                                                                                        
                                                                                                        
                                                                                                        (861,273
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        4,130,055Minority
      interest in loss of subsidiaries
                                                                                                        
                                                                                                        
                                                                                                        (136,710
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -NET
      LOSS
                                                                                                        
                                                                                                        $
                                                                                                        (997,983
                                                                                                        )
                                                                                                        
                                                                                                        $
                                                                                                        4,130,055FOREIGN
      CURRENCY TRANSLATION ADJUSTMENT
                                                                                                        
                                                                                                        
                                                                                                        (781,290
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -COMPREHENSIVE
      LOSS
                                                                                                        
                                                                                                        $
                                                                                                        (1,779,273
                                                                                                        )
                                                                                                        
                                                                                                        $
                                                                                                        4,130,055LOSS
      PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
    DILUTED
                                                                                                        
                                                                                                        $
                                                                                                        (0.13
                                                                                                        )
                                                                                                        
                                                                                                        $
                                                                                                        0.55WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
                                                                                                        
                                                                                                        
                                                                                                        7,822,150
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        7,477,632
    7
  LATTENO
FOOD CORP. AND SUBSIDIARY
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
  FOR
THE NINE MONTH PERIOD ENDED  SEPTEMBER 30
  (Expressed
in United States Dollars)
 
 2009
                                                                                (unaudited)
                                                                              
                                                                              
                                                                              2008
                                                                                (unaudited)
                                                                                (restated)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss) earnings
                                                                              
                                                                              $
                                                                              (997,983
                                                                              )
                                                                              
                                                                              $
                                                                              4,130,055Adjustments
      to reconcile net loss to net cash used in operating
    activitiesDepreciation
                                                                              
                                                                              
                                                                              57
                                                                              
                                                                              
                                                                              
                                                                              68,570Convertible
      debt issued for services
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              3,968,268Minority
      interest
                                                                              
                                                                              
                                                                              136,710
                                                                              
                                                                              
                                                                              
                                                                              -Interest
      due to convertible notes and bank debts
                                                                              
                                                                              
                                                                              242,422
                                                                              
                                                                              
                                                                              
                                                                              782,946Change
      in allowance for severance pay
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              29,254Stock
      based compensation
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              30,000Loss
      (gain) from disposition of property, plant and equipment
                                                                              
                                                                              
                                                                              2,017
                                                                              
                                                                              
                                                                              
                                                                              (50,000
                                                                              )Gain
      on sale of subsidiary interests
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              (11,969,386
                                                                              )Interest
      on note receivable
                                                                              
                                                                              
                                                                              (432,364
                                                                              )
                                                                              
                                                                              
                                                                              -Changes
      in operating assets and liabilities:Accounts
      receivable
                                                                              
                                                                              
                                                                              (940,835
                                                                              )
                                                                              
                                                                              
                                                                              2,641Prepaid
      and sundry assets
                                                                              
                                                                              
                                                                              12,885
                                                                              
                                                                              
                                                                              
                                                                              (145,124
                                                                              )Note
      receivable
                                                                              
                                                                              
                                                                              94,819
                                                                              
                                                                              
                                                                              
                                                                              -Accounts
      payable
                                                                              
                                                                              
                                                                              1,724,456
                                                                              
                                                                              
                                                                              
                                                                              103,415Due
      on acquisition of subsidiary
                                                                              
                                                                              
                                                                              1,192,460
                                                                              
                                                                              
                                                                              
                                                                              -Accrued
      liabilities and other payables
                                                                              
                                                                              
                                                                              (788,316
                                                                              )
                                                                              
                                                                              
                                                                              1,040,163NET
      CASH USED IN OPERATING ACTIVITIES
                                                                              
                                                                              
                                                                              246,328
                                                                              
                                                                              
                                                                              
                                                                              (2,009,198
                                                                              )CASH
      FLOWS FROM INVESTING ACTIVITIESProceeds
      from disposal of property, plant and equipment, net
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              50,165Advances
      to related party
                                                                              
                                                                              
                                                                              442,800
                                                                              
                                                                              
                                                                              
                                                                              -Acquisition
      of property, plant and equipment
                                                                              
                                                                              
                                                                              (5,876
                                                                              )
                                                                              
                                                                              
                                                                              -NET
      CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES
                                                                              
                                                                              
                                                                              436,924
                                                                              
                                                                              
                                                                              
                                                                              50,165CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from (repayment of) bank loans
                                                                              
                                                                              
                                                                              (669
                                                                              )
                                                                              
                                                                              
                                                                              314,597Proceeds
      from long term debt
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              151,261Proceeds
      from( repayment of) convertible debentures
                                                                              
                                                                              
                                                                              (27,386
                                                                              )
                                                                              
                                                                              
                                                                              1,345,000Proceeds
      from the issuance of common stock
                                                                              
                                                                              
                                                                              185,000
                                                                              
                                                                              
                                                                              
                                                                              145,000NET
      CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
                                                                              
                                                                              
                                                                              156,945
                                                                              
                                                                              
                                                                              
                                                                              1,955,858EFFECT
      OF FOREIGN CURRENCY TRANSLATION
                                                                              
                                                                              
                                                                              (781,290
                                                                              )
                                                                              
                                                                              
                                                                              -NET
      INCREASE IN CASH AND CASH EQUIVALENTS
                                                                              
                                                                              
                                                                              58,907
                                                                              
                                                                              
                                                                              
                                                                              (3,175
                                                                              )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              3,175CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                                                                              
                                                                              $
                                                                              58,907
                                                                              
                                                                              
                                                                              $
                                                                              -
    8
 LATTENO
FOOD CORP. AND SUBSIDIARY
  NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2009 and 2008
  (Expressed
in United States Dollars)
 1.   
NATURE OF OPERATIONS AND BUSINESS COMBINATION
  Latteno
Food Corp. (“Latteno” 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 and 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
Latteno.  The purchase price totaled $5,764,847 and in consideration
the Company received a 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
  LATTENO
FOOD CORP. AND SUBSIDIARY
  NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
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, Latteno 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).  Latteno 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.  On October 22, 2009 the deadline for
completing the purchase payments was agreed by both parties to be extended to
February 10, 2010.  The Company has not made any payment towards the
acquisition or capital contribution.  Latteno 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 was required to help 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) subject to the preview owners providing
enough collateral for such.
  Latteno
has determined that it is the accounting acquirer and has obtained control of
Global Milk.  Latteno has therefore consolidated 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.
  On
September 1, 2009, our Board of Directors approved, subject to receiving the
approval of the holder of a majority of our outstanding capital stock, an
amendment and restatement of our Articles of Incorporation (the “Restated
Articles”), to change our name to “Latteno Food Corp.” to more accurately
reflect our business operations. The majority stockholders approved the Restated
Articles pursuant to a written consent dated as of September 1,
2009.
  10
 LATTENO
FOOD CORP. AND SUBSIDIARY
  NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 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
nine months ended September30 2009 the Company experienced a net loss of
$997,983 (September30, 2008 - $(4,130,055)) and has a working capital deficiency
of $15,613,989 (December 31, 2008 - $4,249,307).
  Management
has recently entered into a joint venture agreement, where Latteno 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 Latteno.
  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
  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.
  11
 LATTENO
FOOD CORP. AND SUBSIDIARY
  NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2009 and 2008
  (Expressed
in United States Dollars)
 4.   
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES
  Composed
of:
  September 30,
                                        2009
                                      
                                      
                                      December 31,
                                        2008
                                        (restated)Convertible
      debentures
                                      
                                      $
                                      2,542,875
                                      
                                      
                                      $
                                      2,215,671Promissory notes
                                      
                                      
                                      1,427,245
                                      
                                      
                                      
                                      1,539,413$
                                      3,970,120
                                      
                                      
                                      $
                                      3,755,084
  The
convertible debentures and promissory notes are unsecured and mature and become
due as follows:
  September 30,
                                      2009
                                    
                                    
                                    December 31,
                                      2008
                                      (restated)Amount
      due in 2009
                                    
                                    
                                    2,516,725
                                    
                                    
                                    
                                    2,404,586Amount
      due in 2010
                                    
                                    
                                    113,833
                                    
                                    
                                    
                                    106,361Amount
      due in 2011
                                    
                                    
                                    325,555
                                    
                                    
                                    
                                    310,611Amount
      due in 2013
                                    
                                    
                                    1,014,007
                                    
                                    
                                    
                                    933,526$
                                    3,970,120
                                    
                                    
                                    $
                                    3,755,084
  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
  6.   
CAPITAL STOCK
  On Oct 5
, 2009, holders of 173,486,955 shares of our issued and outstanding common
stock, authorized, by written consent, an amendment to our certificate of
incorporation to effect a twenty-for-one reverse stock split of our common
stock. On September 14, 2009, the Company filed the amendment to the certificate
of incorporation with the Secretary of State of the State of Delaware, effecting
the reverse stock split on October 5, 2009. All shares and per share amount for
all periods presented have been adjusted to reflect the stock
split.
  12
 LATTENO
FOOD CORP. AND SUBSIDIARY
  NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2009 and 2008
  (Expressed
in United States Dollars)
 7.  
 SUBSEQUENT EVENTS
  On
October 2, 2009, the Company entered into a subscription agreement with an
investor to issue a total of 550,000 shares of common stock for a total of
$110,000.
  13




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





Company
Vision





To
utilize the Company’s assets and human expertise in order to enhance its current
operations and acquire additional operations in order to become one of the
world's largest "breakfast item" food and beverage manufacturing and
distribution companies.





Business
Summary





Latteno
Food Corp. (OTC BB: LATF) is a Delaware corporation that concentrates in
acquiring, organizing, developing and upgrading companies in the international
food and beverage market. Currently Latteno Food Corp. (“Latteno” or “the
Company”) is specializing in the dairy industry and coffee industry. The
Company’s management plans to integrate the operations of manufacturing and
distribution of acquired entities in order to achieve maximum return on capital
for its investors. Currently the Company operates through its subsidiary in
Brazil.





Latteno's
business model is simple and efficient – Acquisition of a key brand name and
distribution system, an "Engine", that will be able to carry the group's
products to existing customers in various locations.





The
Company is continuing to apply its strategy and seeks growth through the
acquisition of plantations, processing and distribution companies across the
world.





Unless
otherwise stated, currencies are stated in US dollars throughout this
document.





History
and Nature of Operations





The
Company was formed as a holding company through a reverse merge in 2004, in
order to acquire companies that will manufacture, process and distribute
high-quality coffee products from various companies on a worldwide basis. The
Company began its operations under the name B&D Food Corp. as a Brazilian
coffee trader, producer and distributor. Its founders share 30 years of
experience in the soft commodity world and have managed every aspect of its
chain: trading, manufacturing, distribution and branding.





In 2005,
the Company obtained a manufacturing arm by acquiring BDFC Brasil Alimentos LTDA
(“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.


14




In the
summer of 2008, the Company ceased operations in the coffee division and began
to restructure its debt and equity in an effort to position itself for strategic
acquisitions. The first phase of this restructuring involved the sale of the
BDFC subsidiary and the leasing back of the land and building where the coffee
plant operations were located. This eliminated much of the debt that was
associated with the BDFC subsidiary, but still enabled the Company to enter back
into the coffee industry at the appropriate time in the future. The phase stage
of restructuring if in process and is further described in the Financing section
below.




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, a very strong dairy product brand name and
distribution system throughout Brazil.




The
acquisition of the Teixeira brand, has given Latteno the key branding and
manufacturing components that it required to now seek out further strategic
acquisitions, re-enter the coffee industry and expand operation internationally
carrying its products using proven distribution lines and well known brand
names.




On June
19, 2009, Spence Walker was appointed as Chief Financial Officer and a member of
the Board of Directors of the Company. At this time the head offices of Latteno
Food Corp were moved to Markham, Ontario, Canada.




Keys
to Success




Establishing strong management
team-The right
acquisitions are the foundation upon which the Latteno plan is built. A strong
acquisition team is mission critical as this is where the revenue and
profitability of our product offerings is generated. The food industry space has
low costs of entry and competitors can be easily spawned, however Latteno will
be able to create a larger profit due to its broader scope and vast sources of
revenues and sales opportunities and therefore can offer its employees a better
deal and rewards. A critical component is that our plan facilitates that our
acquisition team will have ownership in Latteno thus maximizing the commitment
to our mutual success.




15




Offering a broader range of
products - Latteno shall continue to grow and expand product lines. Size
and a functional distribution of our product lines will give us an immediate
competitive advantage to our competitors and will allow all new products to
lever their sales and marketing campaigns off the existing and expanding brands.
The greater our brands the more new products we are able to effectively
introduce. There is no better time to grow in South America than right now.
Acquisitions and personnel are inexpensive and are looking for opportunities to
prosper.




Keeping costs low - Latteno
is committed to a common sense, frugal start up, controlled growth and
innovative management processes. Our initial staff/management team shall be busy
filling many roles until such time as the organization can profitably expand and
then fill the roles needed by an expanding profitable organization.




Be properly capitalized - It
is possible to invest less into this business model however our plan includes
budgets and forecasts and we will come across many opportunities for which
immediate action is needed to take advantage of the opportunity. Thus we have
addressed this with real costs and real expectations and more than enough
capital.




Securing high volume clients
- We plan to pursue direct strategic relationships based on our mass and product
lines with high volume clients. The Latteno marketing strategy shall target
client's concerns in four specific areas: product, product accountability,
financial return and internal client costs for distribution.




Mergers,
acquisitions and expansion-are the primary key to the
success of Latteno’s revenue stream. It will be imperative to maintain tight
managerial control of the acquisition marketing strategies while at the same
time allowing these strategies to be fluid enough to adapt immediately to fit
Latteno’s needs ensuring no disruption of incoming inventories from contracted
clients. A company with nothing to sell - sells nothing.




16





MANGEMENT
TEAM




Daniel Ollech has been our
Chairman of the Board and President since April 29, 2005 and is currently the
Chief Executive Officer. From 2003 to the present, Mr. Daniel Ollech has served
as a director of Livorno Investments S.A. (“Livorno”), an international holding
company with interests in various world trading companies in the areas of
coffee, sugar, and oil. Since 2001, Mr. Daniel Ollech has also been a Director
(which in Brazil equates to an executive officer), of UCS Group, a company which
provides financing through factoring and securitizations. Prior to 2001, Mr.
Daniel Ollech managed his own investment portfolio. Mr. Daniel Ollech graduated
with a degree in marketing from Escola Superior de Marketing, in
1980.




Spence Walker joined our
parent company in June, 2009 as Chief Financial Officer and Director. In
addition to his role with Latteno Food Corp, Mr. Walker is a Canadian resident
and is a licensed Certified Public Accountant in the US and a Chartered
Accountant in Canada. Mr. Walker is a partner in the professional services firm,
DNTW Chartered Accountants, LLP (“DNTW”), which he joined in 2007. Prior to
Joining DNTW, Mr. Walker was a partner in Walker & Company Chartered
Accountants, which he formed in 2004 and prior to that he was employed by a
mid-sized accounting firm, SF Partnership, LLP from 2001 to 2004. Mr. Walker
earned his BComm in 2001 from Ryerson University, his CA in 2003 and his CPA in
2004. In 2007, Mr. Walker took on the responsibility for leading DNTW’s audit
services and has overall responsibility for the Markham office. Mr. Walker also
serves as director on other public and private companies in Canada and the US.




Jacques Ollech has been a
Director and our Executive Vice President since January 12, 2006. Mr. Jacques
Ollech has over 20 years of experience in the coffee industry as a manufacturer,
broker and distributor in Brazil, Russia, China, Europe and Israel. From 1991 to
the present, Mr. Jacques Ollech has also served as a director of the
Livorno.




Javier Tano Feijo is the
President of Global Milk and is in charge of the operating segment for the
distribution of dairy products. Mr. Javier Tano Feijo is a seasoned executive
and lawyer with over 20 years of experience in Brazilian consumer goods
companies. Mr. Feijo has taken part in many merger and acquisition transactions
between Brazilian and multi-national companies.




17





PLAN
OF OPERATIONS




Summary
of Current Operations




Latteno
has current and potential operations in two divisions and is a holder of an
option:




Global Milk Ltd. – A
60% owned Brazilian company that owns one of Brazil's most recognized dairy
product brands. The Company operates a wide spread and efficient distribution
system throughout Brazil.




Brazil Coffee Plant–
Lease agreement for a non-operational factory in need of refurbishment, that
produces instant and ground coffee.




Canaan Alimentos – An
option to acquire Canaan Group – a major Brazilian coffee and powdered milk
manufacturer and distributor in the Rio de Janeiro area.




Dairy




Latteno
has acquired 60% of the common stock of Global Milk,a private Brazilian Company
that owns the Teixeira brand name, distribution system and sales system. Latteno
exclusively out-sources all of the production of the Teixeira products to the
Teixeira factories. This acquisition was made in order to utilize the Teixeira
distribution system and extensive brand recognition as its Brazilian "Engine"
that will promote the group's products.




About
Teixeira




Solon
Teixeira de Rezende, started operations of Dairy Teixeira Ltda. with his father,
Jerome Tan and his brothers Joseph and Juarez in 1950 in Sao Paulo and southern
Minas Gerais. In ten years they opened two new factories then launched the first
grated Parmesan cheese in the market.




In 1967,
Tan acquired more factories and prospered in the 70’s which got them ready for a
period of great growth in the 80's. With the opening of production facilities in
Sao Paulo and Minas Gerais, they were able to expand with several new points of
delivery of milk in these States. The results could not be better: it rode to
220 million liters per year approaching the end of the decade.




In 1989,
in another step of success in the dairy market of Brazil, Teixeira revised its
corporate base and reorganized its operations in preparation for the global
economy that it envisioned. This effort was born S. Teixeira Food Products
Ltda.




18




With a
modern view of the market, Teixeira outsources certain stages of production,
specializing in the areas of: finishing, packaging, sales and marketing,
distribution, logistics, customer service, delivery and quality control.
Teixeira aims to meet the diverse needs of the market and consumer, consistent
with an international market approach. Teixeira now has twoproduction units, a third under construction and partners and suppliers
in several Brazilian states and in other parts of the world such as Australia,
New Zealand, United States, Europe and Mercosur. This position gives Teixeira
the benefit of being close to various types of raw materials, packaging and
technology. It holds the market leadership with the grated parmesan cheese,
winner of the Top Five of the journal Modern Supermarket and numerous national
and international awards quality of their products.




Teixeira
makes all of this possible with a consistent philosophy of three keys to
success:




1.     Selling
products at reasonable prices utilizing a maximum quality of production and
services to its customers;


2.     Seed
continuous partnership and trust among its employees, employees and suppliers;
and


3.     Increasing
the recognition of Mark Teixeira, its main asset.




Found in
outlets throughout Brazil for 50 years, the products of the Teixeira brand are
living proof of success.




Coffee




Brazil




Latteno
is currently leasing an instant and roasted coffee factory located in Cruzeiro,
Sao-Paulo, which was property the Company previously owned under its BDFC
subsidiary. The factory has, in the past, produced large amounts of spray-dried
and roasted coffee but is currently in need of a massive refurbishment and
system upgrade.




In
addition to the lease, the Company has maintained ownership of four brand names:
"Samba Café", "Vivenda", "Torino" and "Brazilian Best", used in the past by
Latteno to sell its instant and roasted coffee across the world.




In the
future, the Company plans to utilize the factory in one of two
options:




1.     Invest
the needed funds in order to upgrade its machinery and systems in order to
produce its various coffee products.


2.     Invest
funds to convert the factory into a powdered milk manufacturer.




Latteno’s
management focus is currently on the successful transition of the Teixeira
operations into the Latteno group. When management is confident that the
transition is complete and effective, they will begin to examine both of the
aforementioned options in order to determine the most suitable option in light
of Latteno’s overall vision.




19




Distribution




Latteno
plans to use Teixeira's brand recognition and distribution system (see dairy
business in previous section) in order to carry its coffee and other breakfast
products to markets throughout Brazil.




In the
future, Latteno plans to acquire additional "Engines" in target markets
throughout US, Europe and Asia that will carry the group's products to customers
worldwide.




Competition




The
coffee industry is extremely competitive and includes several companies, which
have achieved substantially greater market shares than we have and have longer
operating histories, larger customer bases and substantially greater financial,
development and marketing resources than we do. Our proprietary brand coffees
may compete with many other branded coffees which are sold in supermarkets and
specialty stores, primarily in Brazil and the United States. Examples of
companies we may compete with include, but are not limited to Nestle, Companhia
Cacique de Cafe Soluvel, Cafe Soluvel Brasilia and Companhia lguacu de Cafe
Soluvel.




Beside
the Company's experienced management, Latteno's main advantage over any newcomer
to this volatile market is its ability to distribute its products to Brazil's
largest consumer markets from day one of production, with minimal overhead
expenses through the Teixeira distribution system.




Milestones




In the
first twelve months of operations, commencing after the first stage of the
internal restructuring and the acquisition of Global Milk (July 2009), the
Company has completed or plans to complete the following
milestones:





·    
 Commenced sales of Teixeira products during the 2nd half of July,
2009.




·      Established
initial working capital through supplier credit lines




·      Established
funding for overhead and head office costs




·      Transition
the operation of Teixeira to the Global milk subsidiary, such that distribution,
customer service and sales are all processed and managed under the Global Milk
by month six.




·      Increase
Global Milk’s customer base and sales on a weekly basis




·      Increase
overall performance and profitability of Global Milk such that it reaches a self
sustaining status as well as reach a profitable status for the Latteno group as
a whole




20





·
            Complete
      private placement or another suitable form of financing in the amount of
      $1.5 million inNovember/December 2009 to facilitate certain working
      capital requirements of Global Milk and head office costs of the Latteno
      reporting
entity




·
            Complete
      private placement or another suitable form of financing in the
      amount of $141million in February 2010 to
      facilitate payment of the acquisition cost of Global Milk and to meet the
      capital contribution requirements into Global Milk, as per the acquisition
      agreement




·
            Achieve gross revenues of
      approximately $5 million




·
            Generate net operating cash
      flows of approximately $0.75million




In the
second year of operations the Company plans to complete the following
milestones:




·
            Introduce
      key individuals to create a sound management team and board of directors
      that add to industry experience to the Latteno
  team




·
            Increase
      annual gross revenues to $80 million and annual net operating cash flow to
      $12 million




·
            Commence
      a second strategic acquisition of a food
company




·
            Begin
      selling Latteno coffee products through Teixeira distribution
      lines




·
            Expand
      geographically to become an exporter to markets with a high demand for
      coffee and other related breakfast products, i.e. U.S., China and
      Europe




·
            Review
      existing OTCBB listing and AMEX listing and devise a plan for entering
      NASDAQ or equivalent exchange




In the
third and subsequent years of operation the Company plans to complete the
following milestones:




·
            Continue
      expansion by completing 3rd
      and 4th
      acquisitions by year four




·
            Acquisitions
      and expansion will be established in all US, European, Asian and South
      American markets where opportunities
exist




·
            At
      the end of year four net cash from operations averages $3 million per
      month




·
            At
      the end of year four gross revenues averages $20 million per
      month




·
            We
      can develop vertically defined markets and
  alliances







1 Estimate
– Transaction in BR$ and will be reduced by royalty fees due to GML on closing
date.




21




Results
of Operations for the Nine Months Ended September 2009




Hiring
of Staff and Contractors




In July
2009 we began to hire administrative and financial staff in our Global Milk
subsidiary to handle the processing of sales orders and accounting in our dairy
division. We also engaged a Brazilian accounting firm, Prado e Oliveira
Auditores Associados, to manage the accounting reporting process at Global Milk
and report to the CFO of the Latteno parent company on a monthly
basis.




In August
2009 we hired Rosimari de Souza as our Global Milk administrative officer who
will account for the daily administrative routine. Rosimari has previous work
experience in a similar positon with companies within the dairy
industry.




We
engaged the following service companies to assist with our
operations:




·
            Log-Frio Ltda. - a
      company that as of August will be in charge of the storage and the
      distribution logistics of our products. They are specialized in “cold
      loads” and at present they handle a daily average of 4,000 deliveries
      using their own vehicles, which allows for fully servicing our customer
      portfolio, including more frequent visits to the points of
      sale.




·
            SigaSolutions Ltda. -
      to set up our IT base. This company has specialized in IT solutions for
      over fifteen years and at present they have also been rendering services
      for S. Teixeira, our leading supplier, which will bring in a speedy
      transfer of the whole data base and customers
  portfolio.




·
            Microsiga Ltda. -a
      member of the ToTVS group, to be our supplier of the Protheus10 system
      software with an eye toward the change to take place as of September 2009
      when the Electronic Invoicing System shall be implemented. The choice was
      also due to this supplier’s using tools that will facilitate the whole
      transfer of data.




·
            Varistão Transportes Ltda. -a transportation company that has been delivering products since
      July, 22 as a test period for retail operations. Following the
      incorporation of LogFrio’s services Varistão will account both for the
      FoodService specific market - whose deliveries are of a differentiated
      nature – and for the Customer Service (SAC in
  Brazil).




We have
developed and implemented a sales force, made up of four sales supervisors and
48 salespeople, who will be servicing around 8,000 customers.




Branding
and Name Registrations




We have
registered our subsidiary, Global Milk, with over 30 vendors and customers,
including Pão de Açucar S/A , Carrefour, WalMart , Makro, Sodexo, Atacadão,
Martins,Tenda, and Roldão.




We have
commenced negotiations with Latco Laticinios (Cruzeiro do
Oeste-PR) to develop the private label line with our “Teixeira”brand name.This association shall take a
little longer to be concluded because this dairy products co. is not interested
in commercializing semi-finished products jointly with other producers and
moreover, we will need authorization from the Ministry of Agriculture for our
brand name.




Royalties
Earned and Receivable




According
to the agreement for use of the trade name, since commencement of operations in
June 2009, we have earned and have royalties receivable from S.Teixeira
Industria de Laticinios Ltda (“Teixeira”) amounting to R$443,489 with estimated
due date in the first quarter of year 2010 (after receiving the payment for use
of trade name). The amount refers to the percentage on Teixeira gross sales
totaling R$13,655,494 in the period from May 15, 2009 to September 30,
2009.




Customers
and Sales




For the
quarter ended September 2009, we grossed billings of R$2,188,555.




The sales
of “Teixeira” products in the “buying/selling of finished products division”
having added 624 customers of the traditional wholesale kind, plus 48 small
supermarket chains (up to three check-outs) in this first month of operations. A
total of R$1,225,802 was sold.




In the
“buying/selling of raw material division” (due to Teixeira’s lack of access to
credit) we sold a total of R$962,757 in this quarter. Although this mode brings
only small operational results it is necessary at this start-up phase because of
the lack of access to credit by Teixeira.




We have
started negotiation contracts with some Key Accounts (Cia Brasileira de
Distribuição S.A, Carrefour, WalMart, Makro, Tenda, Roldão). The process is
expected to extend through the next quarter and commence sales by year
end.




Structure





We have
started looking for a real estate for our future offices in the municipality of
Barueri in the state of São Paulo, to move out from the present premises. We
plan on moving in November and such change are expected to result in a 27% cut
in our present costs.




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:


22





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.


23





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.





Off-Balance
Sheet Arrangements





We do not
have any off-balance arrangements.


24





FINANCIAL
CONDITION AND LIQUIDITY




Financing





Latteno
has mapped out a strong, consistent and achievable growth that will achieve a
self sustaining status within its first year of operations under the Global Milk
subsidiary.





To
facilitate its current acquisition, the Company is seeking financing in two
separate offerings. The first is an initial working capital investment of
$1,500,000, used to fund certain working capital requirements of the Global Milk
operations as well as overhead costs such as legal, audit and SEC reporting
costs. These funds are needed by October or November 2009.





The
second raise will be to fund the purchase price of the completed acquisition of
Global Milk and the initial capital contribution requirements of the
acquisition. The purchase price is in Brazilian Reals and is reduced by any
royalty payments owing from Teixeira during the transitional period, but
approximates $14 million. This payment must be completed by February
2010.





In
August, 2009 we opened a current account with Banco Sofisa S.A. After a
thirty-day operation with simple bills for collection, this bank shall open a
credit line for our trade bills of up to 70% of the total collectible bills. We
also opened a current account withBradesco S.A.to proceed
with the trade bills operations. An initial amount of R$ 250,000.00 has already
been settled for the second fortnight in September 2009 and that amount
represents 60% of the total to be put with the bank for collection. We are also
in meetings with Unibanco S.A.to open a credit line of R$ 100,000.00 in the same basis as with Bradesco S.A.





We have
opened lines of credit with various suppliers totaling over R$500,000, including
a line with Laticinio Vitória
(Bahia),an
important producer of parmesan cheese.




Capital
Restructuring




In the
summer of 2008, the Company ceased operations in the coffee division and began
to restructure its debt and equity in an effort to position itself for strategic
acquisitions. The first phase of this restructuring involved the sale of the
BDFC subsidiary and the leasing back of the land and building where the coffee
plant operations were located. This eliminated much of the debt that was
associated with the BDFC subsidiary, but still enabled the Company to enter back
into the coffee industry at the appropriate time in the future. Concurrent with
the sale and leaseback transaction, senior management agreed to convert all
existing convertible debentures into preferred shares, thus further reducing the
overall debt requirements.




As the
second phase of the Company’s efforts to restructure itself, the Company filed
an information statement with the SEC on September 14, 2009 notify stockholders
of the following:




On or
about September 1, 2009, the Company received written consents in lieu of a
meeting of Stockholders from holders of 72,654,538 shares representing
approximately 46% of the 154,986,955 shares of the total issued and outstanding
shares of voting stock of the Company and shareholders holding 3,373,956 Series
A Convertible Preferred shares which represent 337,395,600 voting shares of
common stock. The holders of the Series A Convertible Preferred shares, have the
right to vote 100 times the number of shares of common stock that the Series A
Convertible Preferred is convertible into on all matters submitted to the
shareholders. The Series A Convertible Preferred shares are each convertible
into one hundred shares of common stock.




Therefore
the 3,373,956 Series A Convertible Preferred shares are convertible into
337,395,600 common shares and the shareholders have the right to vote one
hundred times the number of shares pursuant to the rights designated to the
Series A Convertible Preferred Shares and has voted such amount in favor of
approving of the Company (the “Majority Stockholders”) to effect a 20-for-1
reverse stock split (pro-rata reduction of outstanding shares) of our issued and
outstanding shares of Common Stock (the “Reverse Stock Split”) authorizing the
Company's Board of Directors, to effect a reverse split of the Company’s common
stock of 20:1 (pursuant to which the number of authorized shares of common stock
will remain 400,000,000 following such reverse stock split); any fractional
shares post-split will be rounded up to the next whole share. Additionally the
Reverse Stock Split will affect the conversion ratio for all instruments
convertible into shares of the Company’s Common Stock including its convertible
notes, warrants and outstanding preferred stock.




25




On
September 1, 2009, the Board of Directors of the Company approved the
above-mentioned actions, subject to stockholder approval. The Majority
Stockholders approved the actions by written consent in lieu of a meeting on
September 1, 2009, in accordance with the Delaware Business Corporation Act
(“DBCA”).




The Board
of Directors believes that, among other reasons, the number of outstanding
shares of our Common Stock have contributed to a lack of investor interest in
the Company and has made it difficult to attract new investors and potential
business candidates. The Board of Directors has proposed the Reverse Stock Split
as one method to attract business opportunities in the Company.




We
believe that the reverse stock split may improve the price level of our Common
Stock and that the higher share price could help generate interest in the
Company among investors and other business opportunities. However, the effect of
the reverse split upon the market price for our Common Stock cannot be
predicted, and the history of similar stock split combinations for companies in
like circumstances is varied. There can be no assurance that the market price
per share of our Common Stock after the reverse split will rise in proportion to
the reduction in the number of shares of Common Stock outstanding resulting from
the reverse split. The market price of our Common Stock may also be based on our
performance and other factors, some of which may be unrelated to the number of
shares outstanding.




The
advantage of the Reverse Stock Split will be to permit the Company to pursue
financing from investors and issue shares of common stock in exchange for the
financing. This is the main purpose for the Reverse Stock Split and if the
Reverse Stock Split is not completed, the Company would not be able to issue
additional shares sufficient to complete a financing. The main disadvantage to
the Reverse Stock Split is that it may have an anti-takeover effect and
discourage any potential mergers or tender offers.




On
September 1, 2009, the Company's Board of Directors and persons owning a
majority of the Company’s voting securities approved a resolution authorizing
the Company to amend the Articles of Incorporation to change the Company’s name
to “Latteno Food Corp.” The Board believes that the name change better reflects
the nature of the Company’s current and anticipated operations. The Company had
operated under the name B&D Food Corp. which reflected the Company’s prior
business operations.




The final
phase of restructuring is planned to take place subsequent to the effectiveness
of the stock split, in the first quarter of 2010, and entails converting certain
convertible and other forms of debt currently residing in the parent Company.
The Company intends to make an offer for conversion at a price relative to the
current trading price of the recently split stock. This will satisfy certain
debt holders whose debt has reached maturity and reduce the current working
capital requirements of the company during this transitional
period.




26





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.


27





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
required for smaller reporting companies.




ITEM
4T. CONTROLS AND PROCEDURES





Our Chief
Executive Officer and Chief Financial Officer (collectively, the “Certifying
Officers”) are responsible for establishing and maintaining disclosure controls
and procedures for us.  Based upon such officers' evaluation of these
controls and procedures as of a date within 90 days of the filing of this
Quarterly Report, and subject to the limitations noted hereinafter, the
Certifying Officers have concluded that our disclosure controls and procedures
were effective to ensure that information required to be disclosed by us in this
Quarterly Report is accumulated and communicated to management, including our
principal executive officers as appropriate, to allow timely decisions regarding
required disclosure.





We have
taken several actions in order to remedy the previous shortcomings in our
disclosure controls and procedures, including the appointment of a new CFO with
more experience in U.S. public company reporting.   We have
transferred our accounting department under the direction of our CFO and have
engaged the staff of a public accounting firm to handle all accounting and
record keeping.  We have set up various accounting cycle controls and
procedures, including the use of accounting and reporting software as well as
regular review at different levels of management.





The
Certifying Officers believe these corrective actions, with regard to the
previous significant deficiencies and material weaknesses, have created and
implemented a successful control environment that will ensure that information
required to be disclosed by us in our periodic reports are accumulated and
communicated to management, including our principal executive officers as
appropriate, to allow timely decisions regarding required
disclosure.


28





PART
II.   OTHER INFORMATION




ITEM 1.   LEGAL
PROCEEDINGS




As at
September 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.




On Oct 2,
2009, the Company entered into a subscription agreement with an investor to
issue a total of 11,000,000 shares of common stock for the payment of $.01 per
share or a total of $110,000.




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 form 8k with the SEC for the acquisition of Global
Milk Businesses and Administration of Private Properties LTDA


29





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  November 19, 2009.




LATTENO
      FOOD CORPBy:
      /s/ Daniel OllechDaniel
      OllechChief
      Executive Officer




30