UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION




-
      1st
      Quarter 2008 -




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 March 31, 2008
                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
ྈx
      NO
ྑ




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




As
      of May
      14, 2008, there were 149,986,955 shares
      of
      Common Stock, par value $0.001 per share issued and outstanding.




Transitional
      Small Business Disclosure Format (check
      one):    Yes  x  No   o











PART
      I.
      FINANCIAL INFORMATION


**ITEM
      1. FINANCIAL STATEMENTS**















**B&D
      FOOD CORP. AND SUBSIDIARY**




**CONSOLIDATED
      FINANCIAL STATEMENTS**




**March
      31, 2008**





















B&D
      FOOD CORP. AND SUBSIDIARY




**March
      31, 2008** (unaudited)


**CONTENTS**







Page**CONSOLIDATED
                FINANCIAL STATEMENTS**Consolidated
                Balance Sheets as at March 31, 2008 and December 31, 2007
            1
                -
                2Consolidated
                Statements of Loss and Comprehensive Loss for the Three Months
                Ended
            3Consolidated
                Statements of Cash Flows for the Three Months Ended
            4Notes
                to the Consolidated Financial Statements for the Three Months
                Ended
            5 -
                10









B&D
      FOOD CORP. AND SUBSIDIARY




**CONSOLIDATED
      BALANCE SHEETS**




**AS
      AT MARCH, 31**




**(Expressed
      in United States Dollars)**




**ASSETS**
              
              **Note**
              
              **2008**
              
              **2007**(unaudited)
              
              (audited)**Current
                  Assets**Cash
                  and cash equivalents
              
              
              
              
              $
              2,510
              
              $
              3,175Accounts
                  receivable - trade, net of allowance for doubtful accounts of $48,747
                  (2007 - $47,787)
              
              
              
              
              
              32,557
              
              
              19,213Prepaid
                  and sundry assets
              
              
              
              
              
              101,247
              
              
              4,689**Total
                  Current Assets**
              
              
              
              
              
              136,314
              
              
              27,077**Long-Term
                  Assets**Other
                  receivables
              
              
              
              
              
              500
              
              
              500Property,
                  plant and equipment, net
              
              
              5
              
              
              1,685,141
              
              
              1,719,723**Total
                  Long-Term Assets**
              
              
              
              
              
              1,685,641
              
              
              1,720,223**Total
                  Assets**
              
              
              
              
              $
              1,821,955
              
              $
              1,747,300




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





B&D
        FOOD CORP. AND SUBSIDIARY




**CONSOLIDATED
      BALANCE SHEETS (Continued)**




**AS
      AT MARCH, 31**




**(Expressed
      in United States Dollars)**




**Note**
              
              **2008**
              
              **2007**(unaudited)
              
              (audited)**LIABILITIES
                AND STOCKHOLDERS'
                DEFICIT****Current
                  Liabilities**Bank
                  loans
              
              
              6
              
              $
              1,379,896
              
              $
              1,380,572Accounts
                  payable
              
              
              7
              
              
              662,962
              
              
              611,689Accrued
                  liabilities and other payables
              
              
              8
              
              
              5,577,349
              
              
              5,198,371Long-term
                  debt - current portion
              
              
              9
              
              
              1,266,133
              
              
              1,213,938Convertible
                  debentures - current portion
              
              
              10
              
              
              11,891,232
              
              
              11,472,557**Total
                  Current Liabilities**
              
              
              
              
              
              20,777,572
              
              
              19,877,127**Long-Term
                  Liabilities**Allowance
                  for severance pay
              
              
              
              
              
              154,634
              
              
              144,582Long-term
                  debt
              
              
              9
              
              
              13,444
              
              
              32,453Convertible
                  debentures
              
              
              10
              
              
              1,750,546
              
              
              1,023,474**Total
                  Long-Term Liabilities**
              
              
              
              
              
              1,918,624
              
              
              1,200,509**Total
                  Liabilities**
              
              
              
              
              
              22,696,196
              
              
              21,077,636**Stockholders'
                  Deficit**Common
                  shares of $ 0.001 par value; Authorized: 400,000,000 shares as
                  of March
                  31, 2008 and December 31, 2007; Issued and outstanding: 148,986,955
                  shares
                  as of March 31, 2008 and December 31, 2007
              
              
              
              
              
              148,987
              
              
              148,987Additional
                  paid-in capital
              
              
              
              
              
              2,682,769
              
              
              2,682,769Accumulated
                  other comprehensive loss
              
              
              
              
              
              (379,598
              )
              
              (379,635
              )Accumulated
                  deficit
              
              
              
              
              
              (23,326,399
              )
              
              (21,782,457
              )**Total
                  Stockholders' Deficit**
              
              
              
              
              
              (20,874,241
              )
              
              (19,330,336
              )**Total
                  Liabilities and Stockholders' Deficit**
              
              
              
              
              $
              1,821,955
              
              $
              1,747,300


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







B&D
        FOOD CORP. AND SUBSIDIARY


**CONSOLIDATED
      STATEMENTS OF LOSS AND COMPREHENSIVE LOSS** **(unaudited)**




**FOR
      THE THREE MONTHS ENDED MARCH, 31**




**(Expressed
      in United States Dollars)**


**2008**
              
              **2007**(unaudited)
              
              (unaudited)**REVENUES**
              
              $
              -
              
              $
              55,788**COST
                  OF GOODS SOLD**
              
              
              33,562
              
              
              117,344**GROSS
                  LOSS**
              
              
              (33,562
              )
              
              (61,556
              )**EXPENSES**General
                  and administrative
              
              
              592,181
              
              
              330,853Depreciation
              
              
              34,582
              
              
              36,928**TOTAL
                  OPERATING EXPENSES**
              
              
              626,763
              
              
              367,781**LOSS
                  FROM OPERATIONS**
              
              
              (660,325
              )
              
              (429,337
              )Financial
              
              
              (924,233
              )
              
              (380,913
              )Other
                  income, net
              
              
              40,617
              
              
              (8,095
              )**LOSS
                  BEFORE TAXES**
              
              
              (1,543,941
              )
              
              (818,345
              )Taxes
              
              
              -
              
              
              -**NET
                  LOSS**
              
              $
              (1,543,941
              )
              $
              (818,345
              )**FOREIGN
                  CURRENCY TRANSLATION ADJUSTMENT**
              
              
              -
              
              
              (128,378
              )**COMPREHENSIVE
                  LOSS**
              
              $
              (1,543,941
              )
              $
              (946,723
              )**LOSS
                  PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
                  DILUTED**
              
              $
              (0.01
              )
              $
              (0.01
              )**WEIGHTED
                  AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND
                  DILUTED**
              
              
              148,986,955
              
              
              107,708,333




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





B&D
      FOOD CORP. AND
      SUBSIDIARY


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS** **(unaudited)**




**FOR
      THE THREE MONTHS ENDED MARCH, 31**




**(Expressed
      in United States Dollars)**


**2008**
              
              **2007**(unaudited)**CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  loss
              
              $
              (1,543,941
              )
              $
              (818,345
              )**Adjustments
                  to reconcile net loss to net cash used in operating
                  activities**Depreciation
              
              
              34,582
              
              
              36,928Change
                  in allowance for bad debts
              
              
              -
              
              
              41,216Interest
                  due to convertible notes and bank debts
              
              
              255,780
              
              
              354,225Change
                  in allowance for severance pay
              
              
              10,052
              
              
              -Deferred
                  income taxes
              
              
              -
              
              
              44,361Gain
                  from disposition of property, plant and equipment
              
              
              (17,285
              )
              
              -**Changes
                  in operating assets and liabilities:**Accounts
                  receivable
              
              
              (13,344
              )
              
              (53,390
              )Inventory
              
              
              -
              
              
              (4,325
              )Prepaid
                  and sundry assets
              
              
              (96,558
              )
              
              -Other
                  receivables
              
              
              -
              
              
              10,297Accounts
                  payable
              
              
              51,273
              
              
              35,612Accrued
                  liabilities and other payables
              
              
              378,978
              
              
              162,639**NET
                  CASH USED IN OPERATING ACTIVITIES**
              
              
              (940,461
              )
              
              (190,782
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Proceeds
                  from disposal of property, plant and equipment, net
              
              
              17,285
              
              
              -**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Repayment
                  of bank loans
              
              
              (676
              )
              
              (33,544
              )Proceeds
                  from long term debt
              
              
              33,187
              
              
              -Proceeds
                  from convertible debentures
              
              
              890,000
              
              
              470,000Receipt
                  of loans from related party
              
              
              -
              
              
              (199,602
              )**NET
                  CASH FLOWS PROVIDED BY FINANCING ACTIVITIES**
              
              
              922,511
              
              
              236,854**EFFECT
                  OF FOREIGN CURRENCY TRANSLATION**
              
              
              -
              
              
              109**NET
                  INCREASE IN CASH AND CASH EQUIVALENTS**
              
              
              (665
              )
              
              46,181**CASH
                  AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
              
              
              3,175
              
              
              2,968**CASH
                  AND CASH EQUIVALENTS, END OF PERIOD**
              
              $
              2,510
              
              $
              49,149




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





**B&D
        FOOD CORP. AND SUBSIDIARY**
  **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)**
  **March
        31, 2008 and 2007**
  **(Expressed
        in United States Dollars)**




**1.**
            **NATURE
                OF OPERATIONS AND BUSINESS
                COMBINATION**




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 months
          periods
          ended March 31, 2008 are not necessarily indicative of the operating results
          that may be expected for the fiscal year ending December 31, 2008. For
          further
          information, refer to the financial statements and footnotes thereto included
          in
          the Company's Annual Report on Form 10-KSB for the fiscal year ended December
          31, 2007.




B&D
      Food Corp. (“B&D” or “the Company”) is a US corporation that concentrates in
      acquiring, organizing, developing and upgrading companies in the food industry,
      and more specifically in the coffee industry. Currently the Company's operates
      through its subsidiary in Brazil.




The
      Company was incorporated on August 24, 1994 under the laws of the state of
      Delaware. Until October 2004, the principal business activity of the Company
      was
      ownership, management, and sale of residential real estate. This activity was
      carried on through the wholly owned subsidiary Rickets Enterprises
      International, Inc. In October 2004, the Company sold all of its remaining
      revenue producing assets and in December 2004 ceased all its active operations.




On
      July
      11, 2005, the Company entered into a Share Purchase Agreement (the “Agreement”)
      with BDFC Brasil Alimentos LTDA., a company formed pursuant to the laws of
      Brazil (“BDFC”) and the stockholders of BDFC (the “BDFC stockholders”) dated as
      July 8, 2005. Pursuant to the Agreement, the Company acquired effectively 100%
      of the outstanding equity stock of BDFC from the BDFC stockholders. As
      consideration for the acquisition of BDFC, the Company agreed to issue
      95,344,688 shares of the Company’s common stock to the BDFC stockholders. As
      additional consideration, the company issued an 8% convertible promissory note,
      in the amount of $10,000,000 to the BDFC stockholders in consideration for
      the
      entire preferred stock of BDFC. The note is payable (principal plus accumulated
      interest) on July 8, 2008 and may be converted, at the option of the holder,
      at
      any time, prior to or at the time of repayment by the Company, to the Company’s
      common stock at the rate of $0.20 per share. At the date of the agreement,
      BDFC
      stockholders were also the controlling shareholder of the Company.




BDFC
      was
      originally incorporated under the name Eastco Corporation do Brasil Ltda
      (“Eastco), under the laws of Brazil on June 2, 1995. In May 2004, the name of
      Eastco was changed to Eastco de Alimentos Ltda., as registered with the Junta
      Comercial de Sao Paolo (Commercial Council) and on June 28, 2005 the name was
      changed to BDFC Brasil Alimentos Ltda. BDFC has been in the coffee manufacturing
      business since 1997. The Company manufactures and purchases coffee grains,
      toasted and milled coffee, soluble coffee and related products, for sale, import
      and export.




On
      November 1, 2000, due to adverse financial conditions, BDFC filed a Judicial
      Creditor’s Agreement called “Concordata Preventiva”. This agreement consolidates
      the Company’s debts and postpones all obligations to suppliers and banks for a
      period of time. The creditor’s agreement under “Concordata Preventiva” provided
      for payment in two installments, the first installment of 40% to be paid in
      one
      year and the remaining 60% to be paid in two years. BDFC made the full payments
      of $144,000 and $216,000 on October 30, 2001 and November 25, 2002,
      respectively. On March 8, 2005, BDFC paid an additional $15,562 as required
      by
      the courts. To generate sufficient cash flows, in January 21, 2003 management
      leased its manufacturing facility and equipment to Comercio e Industrias
      Brasileiras Coimbre S/A (“Coimbra”), an unrelated party. Rents received from the
      lease were used by BDFC to pay its debts.









**B&D
      FOOD CORP. AND SUBSIDIARY**




**NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)**


**March
      31, 2008 and 2007**




**(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 lendors. For the three months ended
      March 31, 2008 the Company experienced a net loss of $1,543,941 (March 31,
      2007
      - $818,345) and has a working capital deficiency of $20,641,258 (December 31,
      2007 - $19,850,050). In addition, the Company has defaulted on certain bank
      loans as further described in note 9.




In
      the
      opinion of the management, the anticipated growth of operations, the funds
      raised during 2007 and the first quarter of 2008, and the contacts 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.




In
      the
      event the Company does not reach significant operations, it may become necessary
      to sell the land and building that the Company operates from.




The
      accompanying consolidated financial statements do not include any adjustments
      to
      reflect the possible future effects on the recoverability and classification
      of
      assets or the amounts and classification of liabilities that may result from
      the
      possible inability of the Company to continue as a going concern.




**3.**   **BASIS
      OF PRESENTATION**




The
      accompanying consolidated financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States of America
      and include the accounts of the Company and its effectively 100% owned
      subsidiary, BDFC Brazil Alimentos LTDA.




Brazilian
      company’s law required Brazilian corporations to have more than one stockholder.
      B&D Foods Corporation holds effectively 100% of the shares and the minority
      interest is held in trust for B&D Food Corporation by a related party in
      order to comply with local regulations.




All
      significant inter-company accounts and transactions are eliminated on
      consolidation.


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 months periods
        ended March 31, 2008 are not necessarily indicative of the operating results
        that may be expected for the fiscal year ending December 31, 2008. For further
        information, refer to the financial statements and footnotes thereto included
        in
        the Company's Annual Report on Form 10-KSB for the fiscal year ended December
        31, 2006.





**B&D
        FOOD CORP. AND SUBSIDIARY**
  **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)**
 **March
        31, 2008 and 2007**
  **(Expressed
        in United States Dollars)**




**4.**   **INVENTORY**




Inventory
      costs include the cost of material, labor and manufacturing overhead. The
      following is a summary of inventories by component:


**March
                  31, 2008**
              
              **December
                  31, 2007**Packaging
              
              $
              124,703
              
              $
              122,247Dissolvable
                  coffee
              
              
              17,210
              
              
              16,871Material
                  for resale
              
              
              4,569
              
              
              4,479Fuel
                  and lubricants
              
              
              6,252
              
              
              6,129Less
                  provision for obsolescence
              
              
              (152,734
              )
              
              (149,726
              )$-
              
              
              
              
              $
              -




**5.**   **PROPERTY,
      PLANT AND EQUIPMENT**




The
      components of property, plant and equipment were as follows:


**March
                  31,**
                **2008**
              
              **December
                  31,**
                **2007**Land
                  and building
              
              $
              2,046,689
              
              $
              1,955,167Computers,
                  furniture and machinery
              
              
              1,162,133
              
              
              1,337,034Motor
                  vehicles
              
              
              21,932
              
              
              24,6873,230,754
              
              
              3,316,888Accumulated
                  depreciation
              
              
              (1,545,613
              )
              
              (1,597,165
              )Net
                  book value
              
              $
              1,685,141
              
              $
              1,719,723







**B&D
        FOOD CORP. AND SUBSIDIARY**
  **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)**
 **March
        31, 2008 and 2007**
  **(Expressed
        in United States Dollars)**


**6.**   **BANK
      LOANS**


**March
                  31,**
                **2008**
              
              **December
                  31,**
                **2007**UCS
                  Fomento Comercial S.A.
              
              $
              840,106
              
              $
              857,786Unibanco
              
              
              484,897
              
              
              468,969Banco
                  Real
              
              
              30,763
              
              
              30,156Other
                  bank overdrafts
              
              
              24,130
              
              
              23,661$
              1,379,896
              
              $
              1,380,572




The
      Company has outstanding and defaulted various demand loans from various
      financial institutions in Brazil. The average interest rate on these loans
      is
      the Brazilian monthly interest reference rate, derived by averaging the
      variations in 30-day CD yield rates among the top financial institutions in
      the
      Brazil ("TR"), plus 0.5%. All loans are unsecured and are due on demand. A
      corporate stockholder has guaranteed one of the loans in the amount of $484,897.
      The Company is currently attempting to renegotiate the terms with the banks.
      Included in bank loans is a loan to a financial institution, which is owned
      by
      the controlling shareholder, in the amount of $$840,106 (December 31, 2006
      -
      $857,790).




**7.
      ACCOUNTS PAYABLE**


**March
                  31,**
                **2008**
              
              **December
                  31,**
                **2007**Trade
                  payable (*)
              
              $
              1,290,493
              
              $
              1,226,863Less
                  judicial deposits
              
              
              (627,531
              )
              
              (615,174
              )$
              662,962
              
              $
              611,689




(*)
      The
      judicial deposit represent payments made mainly in 2001 and 2002 under the
      Judicial Creditors Agreement (see also note 1).







**B&D
      FOOD CORP. AND SUBSIDIARY**




**NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)**


**March
      31, 2008 and 2007**




**(Expressed
      in United States Dollars)**






**8.
      ACCRUED LIABILITIES AND OTHER PAYABLES**


**March
                  31, 2008**
              
              **December
                  31, 2007**Brazilian
                  taxes payable other than income tax
              
              $
              2,722,513
              
              $
              2,437,611Employees
                  and related institutions
              
              
              1,952,580
              
              
              1,739,384Provision
                  for contingencies
              
              
              435,956
              
              
              427,372Amounts
                  payable to stockholders of the Company, unsecured, non interest
                  bearing
                  and payable on demand
              
              
              18,534
              
              
              152,384Other
                  accrued liabilities
              
              
              447,766
              
              
              441,620$
              5,577,349
              
              $
              5,198,371






Included
      in employees and related institutions is $1,002,138 (2006 - $508,316) in accrued
      management fees which are payable to a corporate shareholder.




Until
      June 2006, BDFC’s debt to the Brazilian tax authority was subject to the Refis
      II Program, which, in Brazil, affords a company an opportunity to pay taxes
      in
      instalments 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, totalling $1,295,576. Until there is a final agreement with the
      tax
      authorities there can be no certainty of the outcome. Management’s estimate of
      the tax liability has been classified as current liabilities and is included
      in
      other payables.




**9.
      LONG-TERM DEBT**


**March
                  31, 2008**
              
              **December
                  31, 2007**Mortgage,
                  payable in blended monthly installments of $31,330, bearing interest
                  at
                  the rate of TR, due March 2008. The mortgage is secured by the
                  property
                  disclosed in note 5. The Company has defaulted on its payments
                  and is
                  currently attempting to renegotiate the terms with the
                  bank.
              
              $
              1,001,706
              
              $
              980,114Various
                  unsecured term loans at TR plus 0.2%.
              
              
              277,871
              
              
              266,2771,279,577
              
              
              1,246,391Less
                  current portion
              
              
              (1,266,133
              )
              
              (1,213,938
              )$
              13,444
              
              $
              32,453






Approximate
      principal repayments required by the loans are comprised as
      follows:




2008
              
              $
              1,266,1332009
              
              
              13,444$
              1,279,577








**B&D
      FOOD CORP. AND SUBSIDIARY**




**NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)**


**March
      31, 2008 and 2007**




**(Expressed
      in United States Dollars)**







**10.
      CONVERTIBLE DEBENTURES AND PROMISSORY NOTES**




Composed
      of:


**March
                  31, 2008**
              
              **December
                  31, 2007**Convertible
                  debentures - parent company
              
              $
              10,577,778
              
              $
              10,377,778Convertible
                  debentures - other
              
              
              2,498,013
              
              
              1,755,691Promissory
                  notes
              
              
              565,987
              
              
              362,562$
              13,641,778
              
              $
              12,496,031






The
      convertible debentures and promissory notes are unsecured and mature and become
      due as follows:


**March
                  31,**
                **2008**
              
              **December
                  31,**
                **2007**Current,
                  due in 2008
              
              
              11,695,812
              
              
              11,472,557Amount
                  due in 2009
              
              
              1,650,355
              
              
              732,863Amount
                  due in 2011
              
              
              295,611
              
              
              290,611$
              13,641,778
              
              $
              12,496,031






During
      January 2008, the Company agreed to issue unsecured convertible promissory notes to
      an
      unrelated individual in the principal amount of $190,000. The notes bear annual
      interest at 13% and mature after one year. At any time after the first six
      months, the holder has the right to convert the principal and interest due
      into
      fully paid and non-assessable shares of the Company’s common stock, par value
      $.001 per share. The number of shares of common stock to be issued upon such
      conversion shall be equal to the quotient obtained by dividing the entire
      principal amount plus accrued interest (if any) by 0.10.




During
      February 2008, the Company issued an unsecured promissory note to to an
      unrelated individual in the principal amount of $700,000. The note is unsecured,
      bears annual interest at 8% and matures after one year.




**11.
      SUBSEQUENT EVENTS**




On
      April
      28, 2008 the Company issued 1,000,00 shares of the Company's common stock to
      a
      broker-dealer, valued at the market rate of the stock on the date of issue
      of
      $0.04, for financing services.







**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.




**FINANCIAL
      CONDITION AND LIQUIDITY**




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




The
      Company’s total assets as at March 31, 2008, as reflected in the consolidated
      balance sheet, totaled $1,821,955 compared to $1,747,300 as at December 31,
      2007.




The
      Company’s consolidated deficit in working capital amounted to $20,641,258 and
      the consolidated quick ratio was 0.01%.




The
      Company’s consolidated long-term financing is mainly based on convertible
      promissory notes in the aggregate amount of $13,641,778 issued to third parties,
      $10,577,778 of which is held by Livorno. The other consolidated long term
      financing consists of (i) long term bank loans in the aggregate amount of
      $13,444 and (ii) allowance for severance pay in the aggregate amount of
      $154,634.




The
      Company’s short-term indebtedness was approximately $2,646,029, including demand
      loans in the aggregate amount of $1,379,896 (short term) and $1,226,133 (Long
      Term Loans - Due within one year), which are payable in monthly installments
      until December 2008.




The
      shareholders’ deficit as at March 31, 2008 totaled $20,874,241 compared to a
      shareholders’ deficit of $19,330,336 as at December 31, 2007. The increase in
      shareholders’ deficiency is derived primarily from losses during the three month
      period in the aggregate amount of $1,543,941.




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 March 31,
      2008, the outstanding balance of such guaranteed loans totaled $484,897. The
      Company accrues a guarantee fee payable to the shareholder for providing the
      guarantee, in the amount of $21,250 per quarter.




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.







**THREE
      MONTHS ENDED MARCH 31, 2008 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
      2007**




Net
      Income (Loss)




The
      Company’s consolidated net loss for the first quarter of 2008 amounted to
      $1,543,941, compared to a consolidated net loss of $818,345 for the first
      quarter of the previous year.




The
      net
      loss for the first quarter of 2008 increased in comparison to the first quarter
      of the previous year mainly due to the Company not engaging in sales activities
      and the high interest related to the increased convertible and promissory
      notes.




Revenue




The
      Company was not in operations and therefore did not generate any revenue for
      the
      three months ended March 31, 2008, compared to $55,788 for the first quarter
      of
      the previous year.




The
      revenue from coffee production through the first quarter of 2008 was Nil 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 third quarter of 2008.




Cost
      of
      Revenues




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




General
      and Administrative Expenses




The
      consolidated general and administrative expenses for the first quarter of 2008
      amounted to $592,181, compared to consolidated general and administrative
      expenses of $330,853 for the first quarter of the previous year.




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




Financial
      Expenses




The
      consolidated financial expenses for the first quarter of 2008 amounted to
      $924,233, compared to consolidated financial expenses of $380,913 for the first
      quarter of the previous year.




The
      increase in financial expenses through the first quarter of 2008 results from
      interest and financing charges related to the convertible notes incurred over
      the past 12 months plus exchange rate expense due to Brazilian Real
      devaluation.










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.




















**ITEM
      3.  CONTROLS AND PROCEDURES**




a)
            A
                material weakness in internal controls is a deficiency in internal
                control, or combination of control deficiencies, that adversely affects
                the Company ́s ability to initiate, authorize, record, process, or report
                external financial data reliably in accordance with accounting principles
                generally accepted in the United States of America such that there
                is more
                than a remote likelihood that a material misstatement of the Company ́s
                annual or interim financial statements that is more than inconsequential
                will not be prevented or detected. In the course of making our assessment
                of the effectiveness of internal controls over financial reporting,
                we
                identified several material weaknesses in our internal control over
                financial reporting. These material weaknesses consisted of the following:
                (i) inadequate staffing within the accounting operations of our company,
                (ii) lack of a qualified financial officer and, in general, (iii)
                inadequate controls and procedures. The small number of employees
                who are
                responsible for accounting functions (more specifically, one) prevents
                us
                from segregating duties within our internal control system. The inadequate
                segregation of duties is a weakness because it could lead to the
                untimely
                identification and resolution of accounting and disclosure matters
                or
                could lead to a failure to perform timely and effective reviews.
                We do not
                have a fully-qualified financial officer on staff to manage accounting
                and
                financial functions properly. The current chief financial officer
                is only
                partially trained in accounting and finance. In light of the foregoing
                and
                the delay in making one previous filing and this annual report, we
                have
                concluded that our system of internal controls and procedures is
                inadequate. We have undertaken to conduct a full review of our controls
                and procedures in the second quarter of fiscal 2008. Until this review
                is
                complete and the results implemented, we cannot be sure that even
                with
                adequate staff and a fully-qualified financial officer that our controls
                and procedures would be adequate.




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.








PART
      II.   OTHER INFORMATION




ITEM 1.   LEGAL
      PROCEEDINGS




As
      at
      March 31, 2008, 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
      March 31, 2008, BDFC owed an aggregate of $2,722,513 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
      $●.




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




In
        April
        2008, the Company issued 1,000,000 shares of Common Stock to a broker-dealer
        as
        compensation for assistance in raising funds for the Company.




ITEM 3.   DEFAULTS
      UPON SENIOR SECURITIES.




The
      Company has not defaulted on any senior securities.




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




Not
      applicable.




ITEM 5.   OTHER
      INFORMATION




Not
      applicable.









ITEM 6.   EXHIBITS
      AND REPORTS ON FORM 8-K




Reports
      on Form 8-K




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


EXHIBITS




Number
            
            Title10.1
            
            Entry
                into a Material Definitive Agreement, January 28, 200831.1
            
            Certification
                by Daniel Ollech, 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 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 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










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 14th day of May 2008.




B
&
D
      FOOD, CORP.




By:
      /s/ Daniel Ollech


Daniel
      Ollech


Chief
      Executive Officer