UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION




-
      3 rd Quarter
      2007 -




FORM
      10-QSB




(Mark
      One)




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




For
                the quarterly period ended September 30, 2007
                or




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




For
                the transition period from _______________ to
                ____________________




Commission
                File Number: 000-21247




B
&
D
      FOOD CORP.


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




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




575
      Madison Avenue


Ste
      1006


New
      York,
      New York 10022-257


(Address
      of Principal Executive Offices)




(212)
      937-8456


(Registrant’s
      Telephone Number)




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


YES
xNO
o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes oNo
x




As
      of
      November 19, 2007, there were 147,900,000 shares of Common Stock, par value
      $0.001 per share issued and outstanding.




Transitional
      Small Business Disclosure Format (check one):    Yes xNo o











PART
      I.
      FINANCIAL INFORMATION




ITEM
      1.
      FINANCIAL STATEMENTS




B
&
D
      FOOD, CORP.


(a
      Delaware corporation)









INTERIM
      CONSOLIDATED FINANCIAL


REPORTS
      (UNAUDITED)




AS
      AT




SEPTEMBER 30,
      2007










B
&
D
      FOOD, CORP.




(A
      Delaware corporation)


TABLE
      OF
      CONTENTS




Interim
                Balance Sheet as at September 30, 2007 (Unaudited) and December 31,
                2006
            
            1Interim
                Statement of Changes in Stockholders’ Deficiency for the Nine Months Ended
                September 30, 2007 (Unaudited)
            
            2Interim
                Statement of Operations and Comprehensive Income for the Nine Months
                Ended
                September 30, 2007 and 2006 (Unaudited)
            
            3Interim
                Statement of Operations and Comprehensive Income for the Three Months
                Ended September 30, 2007 and 2006 (Unaudited)
            
            4Interim
                Statement of Cash Flows for the Nine Months Ended September 30, 2007
                and 2006 (Unaudited)
            
            5Condensed
                Notes to the Interim Financial Statements
            
            6-7











B
&
D
      FOOD, CORP.


(a
      Delaware corporation)


INTERIM
      CONSOLIDATED BALANCE SHEET




(Unaudited)September
                30, 2007
            
            December
                31, 2006ASSETSCurrent
                AssetsCash
            
            $
            38,270
            
            $
            2,968Accounts
                Receivable
            
            
            16,752
            
            
            9,515Other
                receivable
            
            
            213,683
            
            
            77,942Inventories
            
            
            27,214
            
            
            39,564Taxes
                Recoverable
            
            
            256,909
            
            
            -Total
                Current Assets
            
            
            552,828
            
            
            129,989Long
                term deposits
            
            
            -
            
            
            259,475Property,
                Plant and Equipment - Net of Accumulated Depreciation
            
            
            2,036,444
            
            
            1,862,122Total
                Assets
            
            $
            2,589,272
            
            $
            2,251,586LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCYCurrent
                LiabilitiesShort
                term loans
            
            $
            1,403,241
            
            $
            1,646,564Current
                maturities of long-term bank loans
            
            
            1,402,040
            
            
            782,153Accounts
                Payable
            
            
            552,359
            
            
            321,272Tax
                institutions
            
            
            2,299,877
            
            
            1,915,816Other
                payables
            
            
            2,106,866
            
            
            2,020,413Total
                Current Liabilities
            
            
            7,764,383
            
            
            6,686,218Long
                Term LiabilitiesLong
                term bank loans
            
            
            49,260
            
            
            253,374Taxes
                payable
            
            
            -
            
            
            -Allowance
                for severance pay
            
            
            137,000
            
            
            104,497Convertible
                notes
            
            
            12,066,648
            
            
            10,823,425Total
                Long Term Liabilities
            
            
            12,252,908
            
            
            11,181,296Total
                Liabilities
            
            
            20,017,291
            
            
            17,867,514Stockholders’
                DeficiencyAs
                of September 30, 2006 and December 31, 2005 - Common
                sharesof
                $ 0.001 par value; Authorized: 400,000,000 shares;As
                of September 30, 2006 - Issued and outstanding:
                104,125,000;As
                of September 30, 2007 - Issued and outstanding 147,900,000
            
            
            147,900
            
            
            104,250Additional
                Paid-In Capital
            
            
            2,633,856
            
            
            1,199,756Accumulated
                Deficit
            
            
            (19,204,672
            )
            
            (16,540,299
            )Accumulated
                Other Comprehensive Loss
            
            
            (1,005,102
            )
            
            (379,635
            )Total
                Stockholders’ Deficiency
            
            
            (17,428,019
            )
            
            (15,615,928
            )Total
                Liabilities and Stockholders’ Deficit
            
            $
            2,589,272
            
            $
            2,251,586




The
      accompanying condensed notes are an integral part of these interim financial
      statements.





1





B
&
D
      FOOD, CORP.


(a
      Delaware corporation)




INTERIM
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY


**(U.S.
                  Dollars)****Accumulated****Common**
              
              **Additional**
              
              
              
              **Other**
              
              **Total****Number
                  of**
              
              **Stock**
              
              **Paid
                  in**
              
              **Accumulated**
              
              **Comprehensive**
              
              **Stockholders'****Shares**
              
              **(No
                  Par Value)**
              
              **Capital**
              
              **Deficit**
              
              **Income
                  (Loss)**
              
              **Deficit****Balance
                  December 31, 2005**
              
              
              **100,000,000**
              
              **$**
              **100,000**
              
              **$**
              **371,381**
              
              
              **($12,962,775**
              **)**
              
              **($177,983**
              **)**
              
              **($12,669,377**
              **)**Issuance
                  of shares to Vintage Filing
              
              
              250,000
              
              $
              250
              
              $
              32,375
              
              
              
              
              
              
              
              $
              32,625Issuance
                  of shares to Livorno
              
              
              4,000,000
              
              $
              4,000
              
              $
              796,000
              
              
              
              
              
              
              
              $
              800,000Net
                  Loss for the Period
              
              
              -
              
              $
              0
              
              
              
              
              
              ($3,577,524
              )
              $
              0
              
              
              ($3,577,524
              )Other
                  Comprehensive Loss for the Period (translation
                  differences)
              
              
              -
              
              $
              0
              
              
              
              
              $
              0
              
              
              ($201,652
              )
              
              ($201,652
              )**Balance
                  December 31, 2006**
              
              
              **104,250,000**
              
              **$**
              **104,250**
              
              **$**
              **1,199,756**
              
              
              **($16,540,299**
              **)**
              
              **($379,635**
              **)**
              
              **($15,615,928**
              **)**Issuance
                  of shares to related parties and employees
              
              
              43,650,000
              
              $
              43,650
              
              $
              1,434,100
              
              
              
              
              
              
              
              $
              1,477,750Net
                  Loss for the Period
              
              
              -
              
              $
              0
              
              
              
              
              
              ($2,664,373
              )
              $
              0
              
              
              ($2,664,373
              )Other
                  Comprehensive Loss for the Period (translation
                  differences)
              
              
              -
              
              $
              0
              
              
              
              
              $
              0
              
              
              ($625,468
              )
              
              ($625,468
              )**Balance
                  September 30, 2007**
              
              
              **147,900,000**
              
              **$**
              **147,900**
              
              **$**
              **2,633,856**
              
              
              **($19,204,672**
              **)**
              
              **($1,005,103**
              **)**
              
              **($17,428,019**
              **)**




(1)
            Including
                the $10,000,000 convertible promissory note issued to the shareholders
                of
                BDFC Brazil Alimentos LTDA (“BDFC”).(2)
            On
                August 1, 2007, pursuant to a conversion notice received from Livorno,
                by
                which Livorno elected to convert all of the annual accumulated interest
                on
                its convertible note (which amounted to $800,000) into shares of
                the
                Company’s Common Stock at a conversion price of $0.04 per share, the
                Company issued 20,000,000 shares of Common Stock to
                Livorno.




The
      accompanying condensed notes are an integral part of these interim financial
      statements.




2





B
&
D
      FOOD, CORP.


(a
      Delaware corporation)




INTERIM
      STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)


Nine
                  Months Ended September 30,
              
              2007
              
              2006RevenueCoffee
                  Production
              
              $
              75,005
              
              $
              264,273Rental
                  Income
              
              
              --
              
              
              -Total
                  Revenue
              
              
              75,005
              
              
              264,273Operating
                  ExpensesCost
                  of revenues
              
              
              571,298
              
              
              364,623General
                  and administrative expenses
              
              
              1,092,643
              
              
              1,274,843Total
                  Operating Expenses
              
              
              1,663,941
              
              
              1,639,466Income
                  (Loss) From Operations
              
              
              (1,588,936
              )
              
              (1,375,193
              )Financial
                  Expenses, net
              
              
              (1,024,826
              )
              
              (1,378,669
              )Other
                  Income, net
              
              
              (50,611
              )
              
              30,007Net
                  Loss for the period
              
              
              (2,664,373
              )
              
              (2,723,855
              )Other
                  Comprehensive LossForeign
                  Currency Translation
              
              
              (625,468
              )
              
              (154,769
              )Comprehensive
                  Income (Loss) for the Period
              
              $
              (3,289,841
              )
              $
              (2,878,624
              )Net
                  Income (Loss) Per Share - Basic and Diluted
              
              $
              (0.02
              )
              $
              (0.03
              )Weighted
                  Average Shares Outstanding - Basic and Diluted
              
              
              120,469,231
              
              
              101,222,222




The
      accompanying condensed notes are an integral part of these interim financial
      statements.




3




B
&
D
        FOOD, CORP.
 (a
        Delaware corporation)
  INTERIM
        STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)
 Three
                    Months Ended September 30,
                
                2007
                
                2006Revenue
                    from Coffee Production
                
                $
                0
                
                $
                9,177Operating
                    ExpensesCost
                    of revenues
                
                
                40,609
                
                
                22,876General
                    and administrative expenses
                
                
                411,280
                
                
                438,979Total
                    Operating Expenses
                
                
                451,889
                
                
                461,855Loss
                    From Operations
                
                
                (451,889
                )
                
                (452,678
                )Financial
                    Expenses, net
                
                
                (263,293
                )
                
                (693,279
                )Other
                    Income
                
                
                (10,991
                )
                
                82,512Net
                    Income (Loss) for the period
                
                
                (726,173
                )
                
                (1,063,445
                )Other
                    Comprehensive IncomeForeign
                    Currency Translation
                
                
                (239,571
                )
                
                1,701Comprehensive
                    Loss for the Period
                
                $
                (965,744
                )
                $
                (1,061,744
                )Net
                    Loss Per Share - Basic and Diluted
                
                $
                (0.01
                )
                $
                (0.01Weighted
                    Average Shares Outstanding - Basic and Diluted
                
                
                140,943,478
                
                
                103,458,333
 
 The
        accompanying condensed notes are an integral part of these interim financial
        statements.
  4
 
 B
&
D
        FOOD, CORP.
 (a
        Delaware corporation)
  INTERIM
        CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
 Nine
                    Months Ended September 30,
                
                2007
                
                2006Cash
                    Flows from Operating ActivitiesNet
                    Income (Loss) For the Period
                
                $
                (2,664,373
                )
                $
                (2,723,855
                )Adjustments
                    To Reconcile Net Income For The Period To Net Cash Flows From
                    Operating
                    ActivitiesDepreciation
                
                
                114,607
                
                
                109,879Deferred
                    Income Taxes
                
                
                125,769
                
                
                332,371Provision
                    for Contingencies
                
                
                14,450
                
                
                9,890Interest
                    due to convertible notes and long term bank loans
                
                
                1,153,831
                
                
                671,331Gain/Loss
                    from sales of Property, Plant and Equipment
                
                
                1,727
                
                
                (82,512
                )Changes
                    in Operating Assets and LiabilitiesAccounts
                    Receivable
                
                
                (5,244
                )
                
                (53,095
                )Inventories
                
                
                17,175
                
                
                (7,150
                )Other
                    receivable
                
                
                (113,531
                )
                
                (208,978
                )Taxes
                    Recoverable
                
                
                40,069
                
                
                (5,970
                )Accounts
                    Payable
                
                
                205,563
                
                
                222,280Other
                    Payable
                
                
                229,188
                
                
                667,782Net
                    Cash Flows from Operating Activities
                
                
                (880,769
                )
                
                (1,068,027
                )Cash
                    Flows from Investing ActivitiesAcquisition
                    of Property, Plant and Equipment
                
                
                (1,506
                )
                
                —Proceeds
                    from sales of Property, Plant and Equipment
                
                
                —
                
                
                82,512Cash
                    from combination with entity under common control
                
                
                (186,550
                )
                
                —Net
                    Cash Flows from Investing Activities
                
                
                (188,056
                )
                
                82,512Cash
                    Flows from Financing ActivitiesRepayment
                    of Debt
                
                
                (227,983
                )
                
                (248,310
                )Loan
                    from Related Party
                
                
                312,000
                
                
                701,974Proceeds
                    from issuance of convertible note
                
                
                1,015,000
                
                
                450,000Net
                    Cash Flows from Financing Activities
                
                
                1,099,017
                
                
                903,664Increase
                    / Decrease in cash and cash equivalents
                
                
                30,192
                
                
                (81,851
                )Effect
                    of Exchange Rate Changes of Cash
                
                
                5,110
                
                
                715Net
                    Change in Cash
                
                
                35,302
                
                
                (81,136
                )Cash
                    - Beginning of Period
                
                
                2,968
                
                
                84,217Cash
                    - End of Period
                
                $
                38,270
                
                $
                3,081
 
 The
        accompanying condensed notes are an integral part of these interim financial
        statements.
  5




B
&
D
      FOOD, CORP.


(a
      Delaware corporation)




CONDENSED
      NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




Note
      A -
      Basis of Presentation




The
      accompanying unaudited interim consolidated financial statements have been
      prepared in accordance with generally accepted accounting principles for interim
      financial information and with the instructions to Form 10-QSB. Accordingly,
      they do not include all the information and footnotes required by generally
      accepted accounting principles for complete consolidated financial
      statements.




In
      the
      opinion of the management, all adjustments considered necessary for a fair
      presentation of the interim financial data have been included and are of a
      normal recurring nature. The results of operations for the three and nine months
      periods ended September 30, 2007 are not necessarily indicative of the operating
      results that may be expected for the fiscal year ending December 31, 2007.
      For
      further information, refer to the financial statements and footnotes there
      to
      included in the Company's Annual Report on Form 10-KSB for the fiscal year
      ended
      December 31, 2006.




Note
      B -
      Foreign Currency Translation




The
      functional currency of the Company’s foreign operations is the Brazilian Real.
      Accordingly, transactions and balances not already measured in U.S. dollars
      have
      been translated into U.S. dollars in accordance with Statement of Financial
      Accounting Standards (“SFAS”) No. 52, “Foreign Currency Translation.” All
      balance sheet accounts have been translated using the exchange rates in effect
      as at September 30, 2007 (the “Balance Sheet Date”). Stockholders’ equity
      accounts have been translated at historical rates. Income statement amounts
      have
      been translated using the average exchange rate for the year. Accumulated net
      translation adjustments have been reported separately in other comprehensive
      income (loss) in the financial statements. Foreign currency translation
      adjustments resulted in a loss of $245,832 for the nine months ended September
      30, 2007.




Note
      C -
      Basis of Presentation




These
      financial statements consolidate the operations of the Company, and its
      subsidiary BDFC, a company formed pursuant to the laws of Brazil.




Note
      D -
      Going Concern




The
      Company had a substantial working capital deficiency and stockholders’ deficit
      as at the Balance Sheet Date. The ability of the Company and its subsidiary
      to
      continue as a going concern depends on the Company’s ability to obtain
      additional financing and to resume operations in the foreseeable future. The
      outcome of these matters cannot be predicted with any certainty at this time.
      These financial statements do not include any adjustments that might be
      necessary if the Company is unable to continue as a going concern.




6




Note
      E -
      Material changes during the period




On
      September 24, 2007, the Company isigned a 99 year lease (with an option to
      renew
      for another 99 years) on 5,000 hectares of land in the Jimma Administrative
      Zone, Limu Kosa District, Ethiopia for the purpose of growing coffee. BDFC
      will
      own and conduct operations on this land through a newly-created majority-owned
      subsidiary, BDFC Ethiopia. The owner and lessor of the land is Oromia Investment
      Commission, a company owned by the Government of Ethiopia. The consideration
      for
      the lease is 82 birr per hectare per annum, which, at the Balance Sheet Date’s
      exchange rate, translates into approximately U.S. $9 per hectare per annum
      (i.e., approximately U.S. $45,000 per annum in total). The rent is payable
      on
      each anniversary of the signing of the lease in arrears. So the first payment
      under the lease will be due in September 2008.




7





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




INFORMATION
      REGARDING FORWARD LOOKING STATEMENTS





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





OVERVIEW




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




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





Comparison
      numbers





The
      comparison numbers for the nine months ended September 30, 2007 include the
      results of operations of the combined results of the Company with BDFC from
      January 01, 2005 to December 31, 2006. This Management’s Discussion and Analysis
      of Financial Conditions and Results of Operations refer to these numbers in
      any
      comparison made between the periods.





FINANCIAL
      CONDITION AND LIQUIDITY




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





The
      Company’s total assets, as reflected in the consolidated balance sheet, totaled
      $2,589,272 compared to $2,251,586 as at December 31, 2006.





The
      Company’s consolidated deficit in working capital amounted to $7,211,555 and the
      consolidated quick ratio was 3.5%.





The
      Company’s consolidated long-term financing is mainly based on convertible
      promissory notes in the aggregate amount of $12,066,648 issued to third parties,
      $10,000,000 of which is held by Livorno. The others consolidated long term
      financing consists of (i) long term bank loans in the aggregate amount of
      $49,260 and (ii) Allowance for Severance pay in the aggregate amount of
      $137,000.





The
      Company’s short-term indebtedness was approximately $2,805,281, including demand
      loans in the aggregate amount of $83,127 (short term) and $1,402,040 (Long
      Term
      Loans - Due within one year), which are payable in monthly installments until
      December 2008, and loans from a related party in the amount of
      $1,320,114.




8




The
      shareholders’ deficit totaled $17,428,019 compared to a shareholders’ deficit of
      $15,615,928 as at December 31, 2006. The increase in shareholders’ deficiency is
      derived primarily from losses during the nine month period in the aggregate
      amount of $2,664,373.





One
      of
      the Company’s shareholders provided a personal guarantee to two banks in Brazil
      in connection with loans received from those banks by BDFC. As at the Balance
      Sheet Date, the outstanding balance of such guaranteed loans totaled $497,440.
      The Company’s Board of Directors authorized the issuance of 1,000,000 shares of
      the Company’s Common Stock to this shareholder as consideration for those
      personal guarantees.





The
      Company will need to obtain additional debt or equity financing in the near
      term
      in order to have sufficient working capital to execute its business plan or
      continue as a going concern. The Company is in the process of seeking such
      financing; however, there is no assurance that it will be able to obtain such
      financing on satisfactory terms or at all.





9





THREE
      MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER
      30,
      2006





Net
      Income (Loss)





The
      Company’s consolidated net loss for the third quarter of 2007 amounted to
      $726,173, compared to a consolidated net loss of $1,063,445 for the third
      quarter of the previous year.





The
      net
      loss for the third quarter of 2007 resulted from the reduction of almost 6%
      in
      Company’s general and administrative expenses in the amount of $27,699, and the
      reduction of 62% in the Company’s finance expenses in the amount of
      $429,986.




The
      decrease in the net loss for the third quarter of 2007 compared with the
      corresponding period in the previous year, is mainly due to the decrease in
      financial expenses incurred in connection with the Company’s convertible
      notes.




Revenue





The
      consolidated total revenue for the third quarter of 2007 amounted to $0,
      compared to consolidated total revenue of $9,177 for the third quarter of the
      previous year.





The
      revenue from coffee production through the third quarter of 2007 was immaterial
      in light of the Company’s management strategy to make sales through a targeted
      marketing arm to be acquired in the near future. The Company’s operations are
      suspended at this moment due to changes in the structure of its operations,
      including the refurbishment of its factory in Brazil, which is expected to
      be
      completed by the end of 2007.





Cost
      of Revenues





The
      consolidated cost of revenues for the third quarter of 2007 amounted to $40,609,
      compared to consolidated cost of revenues of $22,876 for the third quarter
      of
      the previous year.





As
      with
      the Company’s revenues in the third quarter of 2007, the cost of revenues was
      immaterial, resulting mainly from depreciation of equipment and fixed costs
      incurred in this period of structural changes.





General
      and Administrative Expenses





The
      consolidated general and administrative expenses for the third quarter of 2007
      amounted to $411,280, compared to consolidated general and administrative
      expenses of $438,979 for the third quarter of the previous year.





The
      decrease in general and administrative expenses was attributable primarily
      to
      the reduction of professional services and traveling expenses of the management
      of the Company in connection with the commencement of the Company’s operations
      incurred in the third quarter of the previous year.





Financial
      Expenses





The
      consolidated financial expenses for the third quarter of 2007 amounted to
      $263,293, compared to consolidated financial expenses of $693,279 for the third
      quarter of the previous year.





10







The
      decrease in financial expenses through the third quarter of 2007 results from
      the fact that certain expenses related to the convertible notes were incurred
      in
      the third quarter of the previous year, including (i) interest on the Company’s
      convertible notes of $218,192 (of which $197,260 is due to a convertible note
      issued to Livorno), (ii) the cost of the personal guarantee given by one of
      the
      Company’s shareholders valued at $230,000 (see also note E to the financial
      statements) and (iii) BDFC’s financial expenses of $251,778 due to liabilities
      to banks and tax authorities.





11





NINE
      MONTHS ENDED SEPTEMBER 30, 2007 COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30,
      2006





Net
      Income (Loss)





The
      Company’s consolidated net loss for the first nine months of 2007 amounted to
      $2,664,373 compared to a consolidated net loss of $2,723,855 for the first
      nine
      months of the previous year.





The
      net
      loss in the first nine months of 2007 is due primarily to the Company’s general
      and administrative expenses in the amount of $1,092,643, the Company’s finance
      expenses in the amount of $1,024,826 and the low revenue due to the structural
      changes in the Company’s operations.





The
      increase in the comprehensive loss in the first nine months of 2007 was of
      14%,
      $411,217, compared with the corresponding period in the previous year in the
      amount of $2,878,624, mainly because the increase in the foreign currency
      translation of $470,699.




Revenue





The
      consolidated total revenue for the first nine months of 2007 amounted to
      $75,005, compared to consolidated total revenue of $264,273 for the first nine
      months of the pervious year.





The
      revenues from coffee production through the first nine months of 2007 reflect
      the pause in the sales of coffee products by BDFC in connection with the
      structural changes in the Company’s business.





Cost
      of Revenues





The
      consolidated cost of revenues for the first nine months of 2007 amounted to
      $571,298 compared to a consolidated cost of revenues of $364,623 for the first
      nine months of the previous year.





Cost
      of
      revenues for the first nine months of 2007 increased over the first nine months
      of 2006 mainly due to fixed costs as salaries and depreciation and expenses
      related to maintenance of the machinery.





General
      and Administrative Expenses





The
      consolidated general and administrative expenses for the first nine months
      of
      2006 amounted to $1,092,643, compared to consolidated general and administrative
      expenses of $1,274,843 for the first nine months of the previous year.





General
      and administrative expenses in the first nine months of 2007 resulted mainly
      from professional services of $285,022 and salaries and management services
      expenses of $400,440. General and administrative expenses in the first nine
      months of the previous year resulted from professional services of $507,910.





The
      decrease in general and administrative expenses was due primarily to a reduction
      in professional services and traveling expenses of the management of the Company
      associated with the commencement of the Company’s operations.





Financial
      Expenses





The
      consolidated financial expenses for the first nine months of 2007 amounted
      to
      $1,024,826 compared to consolidated financial expenses of $1,378,669 for the
      first nine months of the previous year.





12




The
      decrease in financial expenses through the first nine months of 2007 results
      from the fact that certain expenses related to the convertible notes were
      incurred in the third quarter of the previous year, including (i) interest
      on
      the Company’s convertible notes of $619,082 (of which $589,989 was due to a
      convertible note issued to Livorno), (ii) the cost of the personal guarantee
      given by one of the Company’s shareholders valued at $230,000 (see also note E
      to the financial statements) and (iii) BDFC’s financial expenses of $527,938 due
      to liabilities to banks and tax authorities.




13




MARKET
      RISK AND CONTINGENT LIABILITIES





BDFC
      primarily operates 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 BDFC'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 BDFC'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.





BDFC
      is
      liable for various claims arising in the ordinary course of business. The
      Company has made appropriate provision for those claims. The Company’s
      management believes that the provisions recorded in the accounts are adequate
      to
      cover the anticipated losses (if any) arising from those claims.




14




ITEM
      3.  CONTROLS AND PROCEDURES




a)
            Evaluation
                of Disclosure Controls and Procedures. As at September 30, 2007,
                the
                Company’s management carried out an evaluation, under the supervision of
                the Company’s Chief Executive Officer and Chief Financial Officer, of the
                effectiveness of the design and operation of the Company’s system of
                disclosure controls and procedures pursuant to the Securities and
                Exchange
                Act, Rule 13a-15(d) and 15d-15(d) under the Exchange Act. Based upon
                that
                evaluation, the Chief Executive Officer and Chief Financial Officer
                concluded that the Company’s disclosure controls and procedures were
                effective, as of the date of their evaluation, for the purposes of
                recording, processing, summarizing and timely reporting material
                information required to be disclosed in reports filed by the Company
                under
                the Securities Exchange Act of
                1934.




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




15




PART
      II.   OTHER INFORMATION




ITEM 1.   LEGAL
      PROCEEDINGS




As
      at
      September 30, 2007, the Company was not a party to any litigation of any
      kind.




BDFC
      is
      involved in several proceedings, which arose out of the ordinary course of
      business. BDFC terminated approximately 100 employees between 2001 and 2004.
      Approximately 65% of those employees have filed severance claims with the
      Brazilian labor courts. Most of these claims range in value from approximately
      $500 to $10,000 per claim. Based on the judicial agreement and judgments
      rendered, BDFC is required to pay an aggregate amount of $102,000, of which
      it
      has already paid approximately $50,000. BDFC intends to dispute or is in the
      process of negotiating a settlement for the remaining claims for severance
      pay.
      In addition, a former plant manager and director of BDFC made various claims
      against BDFC. BDFC disputed the verdict given by a higher labor court in Brazil
      and appealed to the Brazilian supreme labor court. BDFC recorded a provision
      for
      the claim in the full amount of the expected verdict by the supreme labor court
      totaling approximately $197,960.




As
      at
      September 30, 2006, BDFC owed an aggregate of $1,856,921 to the Secretaria
      da
      Fazenda Nacional (the Brazilian tax authority) for overdue taxes. Until June
      2006, $1,120,376 of this debt was subject to the Refis II Program, which, in
      Brazil, affords a company an opportunity to pay taxes in installments over
      a 180
      month (15 year) period. Due to a delay in July’s payment BDFC lost its
      eligibility to participate in the Refis II Program and is now in the process
      of
      negotiating a payment plan in respect of the debt with the tax authority. BDFC
      also owes to Instituto Nacional de Seguro Social an aggregate of
      $593,824.




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




In
      January 2006, the Company issued 125,000 shares of Common Stock to two
      consultants as required pursuant to the Contract for Edgar Services between
      the
      Company and Vintage Filings, LLC dated as of April 1, 2005.




In
      July
      2006, the Company issued 4,000,000 shares of Common Stock to Livorno in
      consideration to the annual accumulated interest on its convertible note totaled
      $800,000.





In
      May
      2007, the Company issued 19,500,000 shares of Common Stock and warrants to
      purchase 19,500,000 shares of Common Stock at a strike price of $0.10 per share
      to two affiliated investors.




ITEM 3.   DEFAULTS
      UPON SENIOR SECURITIES.




The
      Company has not defaulted on any senior securities.




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




Not
      applicable.




ITEM 5.   OTHER
      INFORMATION




Not
      applicable.





ITEM 6.   EXHIBITS
      AND REPORTS ON FORM 8-K




Reports
      on Form 8-K




1.
            Completion
                of Acquistion on Form 8-K dated September 26,
                2007





16




EXHIBITS




Number
            
            Title10.1
            
            Management
                agreement with L.M.S Livorno Management Services Ltd.31.1
            
            Certification
                by Yaron Arbell, Chief Executive Officer, Pursuant to Section 302
                of the
                Sarbanes-Oxley Act of 200231.2
            
            Certification
                by Daniel Ollech, Chief Financial Officer, Pursuant to Section 302
                of the
                Sarbanes-Oxley Act of 200232.1
            
            Certification
                by Yaron Arbell, Chief Executive Officer, Pursuant to 18 U.S.C.
                Section 1350, as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 200232.1
            
            Certification
                by Daniel Ollech, Chief Financial Officer, Pursuant to 18 U.S.C.
                Section 1350, as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002





17




SIGNATURES




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, as amended, the Registrant has duly caused this Report to be signed on
      its
      behalf by the undersigned, thereunto duly authorized, in New York, New York,
      on
      the 19th day of November 2007.


B
                & D FOOD, CORP.By:
            /s/
              Yaron ArbellYaron
                Arbell
              Chief
                Executive Officer