SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

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

            |X| For the quarterly period ended September 30, 2005 or

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

     For the transition period from _______________ to ____________________

                        Commission File Number: 000-21247

                                B & D FOOD CORP.
             (Exact Name of Registrant as Specified in Its Charter)

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

                               575 Madison Avenue
                                    Ste 1006
                          New York, New York 10027-257
                    (Address of Principal Executive Offices)

                                 (212) 937-8456
                         (Registrant's Telephone Number)

                              Rua Luis Coelho 223,
                            8th Floor, Conjunto 81,
                                Cerqueira Cesar,
                                Sao Paulo, S.P. -
                              Brazil CEP: 01309-901
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant as
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES |X| NO |_|

As of November  21,  2005,  there were  100,000,000  shares of the  registrant's
common stock outstanding.

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                B & D FOOD, CORP.
                            (A Delaware Corporation)

                 ----------------------------------------------
                         INTERIM CONSOLIDATED FINANCIAL
                               REPORTS (UNAUDITED)
                                       AT
                               SEPTEMBER 30, 2005
                 ----------------------------------------------

<PAGE>

B & D FOOD, CORP.
(A Delaware Corporation)

TABLE OF CONTENTS
--------------------------------------------------------------------------------

Interim Balance Sheets at September 30, 2005 (Unaudited)
  and December 31, 2004                                                       1

Interim Statements of Changes in Stockholders' Deficit for the Nine
  Months Ended September 30, 2005 (Unaudited) and for the Year Ended
  December 31, 2004                                                           2

Interim Statements of Operations and Comprehensive Income for the
Three Months Ended September 30, 2005 and 2004 (Unaudited)                    3

Interim Statements of Operations and Comprehensive Income for the
  Nine Months Ended September 30, 2005 and 2004 (Unaudited)                   4

Interim Statements of Cash Flows for the Nine Months Ended
  September 30, 2005 and 2004 (Unaudited)                                     5

Condensed Notes to the Interim Financial Statements                         6-8

<PAGE>

                             B & D FOOD, CORP.
                         (A Delaware Corporation)

                    INTERIM CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    (Unaudited)
                                                                   September 30,    December 31,
                                                                       2005             2004
------------------------------------------------------------------------------------------------

                                  ASSETS
<S>                                                                <C>              <C>
Current Assets
Cash                                                               $      8,318     $    375,967
Accounts Receivable                                                      42,291
Inventories                                                             123,637               --
Taxes Recoverable                                                       247,428               --
Prepaid Expense                                                           4,243
Loan to Affiliated Company                                              162,351               --
------------------------------------------------------------------------------------------------

Total Current Assets                                                    588,268          375,967

Other Assets
Property, Plant and Equipment - Net of Accumulated Depreciation       1,548,511               --
------------------------------------------------------------------------------------------------

Total Assets                                                       $  2,136,779     $    375,967
================================================================================================

                 LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts Payable                                                   $    175,475     $      1,452
Accrued Expense                                                         501,344               --
Deferred Income Taxes - Due Within One Year                           1,062,443               --
Debt - Due Within One Year                                              961,676               --
------------------------------------------------------------------------------------------------

Total Current Liabilities                                             2,700,938            1,452
================================================================================================

Other Liabilities
Deferred Income Taxes - Due After One Year                              971,214               --
Debt - Due After One Year                                            11,147,784               --
------------------------------------------------------------------------------------------------

Total Liabilities                                                    14,819,936            1,452
------------------------------------------------------------------------------------------------

Stockholders' Deficit
Common Stock - $.001 Par Value; 400,000,000 Shares Authorized;
                            100,000,000 Issued and Outstanding          100,000            4,655
Additional Paid-In Capital                                              336,381          336,381
Capital Reserve                                                     (12,280,288)
Retained Earnings (Accumulated Deficit)                                (675,188)          33,479
Accumulated Other Comprehensive Loss                                   (164,062)              --
------------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                         (12,683,157)         374,515
------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                        $  2,136,779     $    375,967
================================================================================================
</TABLE>


                                      -1-
<PAGE>

                                B & D FOOD, CORP.
                            (A Delaware Corporation)

       INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                      Accumulated
                                             Common       Additional                                     Other           Total
                             Number of        Stock         Paid-In       Capital      Accumulated    Comprehensive   Stockholders'
                              Shares    ($.001 Par Value)   Capital       Reserve         Deficit     Income (Loss)      Deficit
-----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>            <C>            <C>            <C>            <C>            <C>
Balance December 31, 2002     4,655,310   $      4,655   $    336,381   $         --   $   (276,230)  `               $     64,806
Net Loss for the Period              --        142,280                                                `                    142,280
Other Comprehensive Loss
  for the Period                     --                                                               `                         --
----------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2003     4,655,310   $      4,655   $    336,381   $         --   $   (133,950)  `               $    207,086
Net Income for the Period            --        167,429             --        167,429
Other Comprehensive Loss
  for the Period                     --             --
----------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2004     4,655,310   $      4,655   $    336,381   $         --   $     33,479   `               $    374,515
Net Loss for the Period
  (Unaudited)                        --       (382,768)            --       (382,768)
Acquisition of Subsidiary    95,344,688         95,345    (12,280,288)            --             --                    (12,184,943)
Dividend                                                                                   (325,899)                      (325,899)
Other Comprehensive Loss
  for the Period
  (Unaudited)                        --                                                          --       (164,062)       (164,062)
----------------------------------------------------------------------------------------------------------------------------------
Balance September 30, 2005
  (Unaudited)                99,999,998   $    100,000   $    336,381   $(12,280,288)  $   (675,188)  $   (164,062)   $(12,683,157)
==================================================================================================================================
</TABLE>


                                      -2-
<PAGE>
                                B & D FOOD, CORP.
                            (A Delaware Corporation)

      INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
           Three Months Ended September 30,                    2005          2004
--------------------------------------------------------------------------------------
Revenue
<S>                                                       <C>             <C>
Income from Operations                                    $    165,213    $         --
Rental Income                                                       --           9,335
--------------------------------------------------------------------------------------
Total Revenue                                                  165,213           9,335
--------------------------------------------------------------------------------------
Operating Expenses
Cost of Products Sold                                           26,314              --
Other Direct Expenses                                               --          17,428
General and Administrative                                     183,638          10,447
Other Professional Services                                     51,706              --
Finance Expenses                                               184,110
Depreciation                                                    52,242           3,494
--------------------------------------------------------------------------------------
Total Operating Expenses                                       498,010          31,369
--------------------------------------------------------------------------------------
Loss Before Other Income                                      (332,797)        (22,034)
Other Income
Gain on Sale of Revenue Producing Assets                            --          59,066
--------------------------------------------------------------------------------------
Net Loss Before Provision For Taxes                           (332,797)         37,032
Provision for Taxes                                                 --          19,330
--------------------------------------------------------------------------------------
Net Income (Loss)                                             (332,797)         17,702
Other Comprehensive Loss, Net of Income Tax
Foreign Currency Translation                                  (164,062)             --
--------------------------------------------------------------------------------------
Comprehensive Income  (Loss) for the Period               $   (496,859)   $     17,702
--------------------------------------------------------------------------------------
Net Income (Loss) Per Share - Basic and Diluted           $         --    $         --
--------------------------------------------------------------------------------------
Weighted Average Shares Outstanding - Basic and Diluted     92,745,511       4,655,310
--------------------------------------------------------------------------------------
</TABLE>

                                      -3-
<PAGE>

                                B & D FOOD, CORP.
                            (A Delaware Corporation)

      INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

           Nine Months Ended September 30,                    2005          2004
--------------------------------------------------------------------------------------
Revenue
<S>                                                       <C>             <C>
Income from Operations                                    $    165,213    $         --
Rental Income                                                                   46,585
--------------------------------------------------------------------------------------
Total Revenue                                                  165,213          46,585
--------------------------------------------------------------------------------------
Operating Expenses
Cost of Products Sold                                           26,314              --
Other Direct Expenses                                               --          56,391
General and Administrative                                     225,609          35,519
Other Professional Services                                     59,706              --
Finance Expenses                                               184,110
Depreciation                                                    52,242          15,086
--------------------------------------------------------------------------------------
Total Operating Expenses                                       547,981         106,996
--------------------------------------------------------------------------------------
Loss from Operations Before Other Income                      (382,768)        (60,411)
Other Income
Interest and Other Income                                           --              18
Gain on Sale of Revenue Producing Assets                            --         219,083
--------------------------------------------------------------------------------------
Income (Loss) Before Provision For Taxes                      (382,768)        158,690
Provision for Income Taxes                                          --          26,490
--------------------------------------------------------------------------------------
Net Income (Loss)                                             (382,768)        132,200
Other Comprehensive Loss, Net of Income Tax
Foreign Currency Translation                                  (164,062)             --
--------------------------------------------------------------------------------------
Comprehensive Income  (Loss) for the Period               $   (546,830)   $    132,200
--------------------------------------------------------------------------------------
Net Income (Loss) Per Share - Basic and Diluted           $      (0.01)   $       0.03
--------------------------------------------------------------------------------------
Weighted Average Shares Outstanding - Basic and Diluted     34,341,385       4,655,310
--------------------------------------------------------------------------------------
</TABLE>


                                      -4-
<PAGE>
B & D Food, Corp.
( A Delaware Corporation)



INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
--------------------------------------------------------------------------------


                   Nine Months Ended September 30,       2005            2004
-------------------------------------------------------------------------------

Cash Flows from Operating Activities

Net Income (Loss) For the Period                     $  (382,768)   $   132,200

Adjustments To Reconcile Net Income For The Period
   To Net Cash Flows From Operating Activities

Bad Debt Expense                                           2,899
Depreciation                                              47,307         15,707
Deferred Income Taxes                                     51,770             --
Gain on Sale of Revenue Producing Assets                (219,083)

Changes in Operating Assets and Liabilities
Accounts Receivable                                      (42,291)            --
Inventories                                               19,318             --
Other Current Assets                                       1,178          3,978
Taxes Recoverable                                        (26,061)
Accounts Payable and Accrued Expenses                    294,652           (567)
-------------------------------------------------------------------------------
Net Cash Flows from Operating Activities                 (36,896)       (64,866)
-------------------------------------------------------------------------------
Cash Flows from Investing Activities
-------------------------------------------------------------------------------
Acquisition of Property, Plant and Equipment              (5,537)        (2,919)
Acquisition of Newly Consolidated Subsidiary (A)         148,027
Proceeds from Sale of Revenue Producing Assets                          324,392
-------------------------------------------------------------------------------
Net Cash Flows form Investing Activities                 142,490        321,473

Cash Flows from Financing Activities
Repayment of Debt                                        (18,883)      (280,892)
Dividend                                                (325,899)
Loan To Affiliated Company                               (76,502)            --
-------------------------------------------------------------------------------
Net Cash Flows from Financing Activities                (421,284)      (280,892)
===============================================================================
Effect of Exchange Rate Changes on Cash                  (51,959)            --
-------------------------------------------------------------------------------
Net Change in Cash                                      (367,649)       (24,285)

Cash - Beginning of Period                               375,967         81,718
-------------------------------------------------------------------------------
Cash - End of Period                                 $     8,318    $    57,433
===============================================================================
Supplemental Disclosure of Cash Flow Information
===============================================================================
Cash Paid During the Year for Taxes                  $        --    $        --
Cash Paid During the Year for Interest               $    96,588    $        --
===============================================================================


(A) Acquisition of Newly consolidated subsidiary
Working Capital Deficiancy, Excluding Cash           $ 2,114,080    $        --
Fixed Assets                                          (1,492,076)            --
Long Term Liabilities                                  1,710,966             --
Additional Paid In Capital                            (2,184,943)            --
                                                     -----------    -----------
                                                     $   148,027    $        --
                                                     ===========    ===========



                                      -5-
<PAGE>

                                B & D FOOD, CORP.
                            (A Delaware Corporation)

--------------------------------------------------------------------------------
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED))

Note A - Basis of Presentation

         The accompanying  unaudited consolidated financial statements have been
         prepared in accordance with generally  accepted  accounting  principles
         for interim financial information. 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 fair  presentation of the interim financial data have been included
         and are of normal recurring nature. The results of operations for three
         and nine months  periods  ended  September  2005,  are not  necessarily
         indicative  of the  results  that may be  expected  for the fiscal year
         ending December 31, 2005.

Note B - Foreign Currency Translation

         The  functional  currency of the  Company's  foreign  operations is the
         Brazilian  Real.  The  financial  statements  of the Company  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  at the  balance  sheet  date.  Stockholders'  equity
         accounts are 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
         $(164,062)  and $-0- for the nine months ended  September  30, 2005 and
         2004, respectively.

Note C - Basis of Presentation

         These financial statements  consolidate the operations of the B&D Food,
         Corp. (the "Company") a Delaware  Corporation,  and its subsidiary BDFC
         Brazil Alimentos LTDA,  ("BDFC"), a company formed pursuant to the laws
         of Brazil which was acquired on July 8, 2005.

Note D - Change in Control

         On  April  29,  2005,  the  controlling  shareholder  of BDFC  acquired
         3,609,850 shares of the Company,  representing approximately 78% of the
         issued and outstanding  stock.  Pursuant to the  acquisition,  the same
         controlling shareholder of BDFC became also the controlling shareholder
         of the Company.

Note E - Acquisition Of BDFC

         On July 8, 2005, the Company  entered into a Share  Purchase  Agreement
         (the "Agreement") with BDFC and its controlling  shareholder to acquire
         99.85% of the outstanding  equity stock of BDFC. As  consideration  for
         the acquisition of BDFC, the Company agreed to issue 95,344,688  shares
         of the  Company's  common stock to the  shareholders  of BDFC and an 8%
         Convertible Promissory Note, at the amount of $10,000,000.  Pursuant to
         this transaction,  there was a significant dilution in the 23% interest
         held by certain shareholders of the Company at April 29, 2005.

         Since the  controlling  shareholder of the Company also controlled BDFC
         at the time of the  acquisition,  this transaction has beer recorded at
         the  carrying  value of BDFC,  with a charge to paid in capital for the
         excess consideration.


                                      -6-
<PAGE>

Note F - BDFC Organizational History

         BDFC was originally  incorporated  under the name Eastco Corporation do
         Brasil Ltda  (Estco),  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,  BDFC filed a Judicial  Creditor's  Agreement  in
         Civil Court to prevent  creditors  from taking legal action against the
         Company for a two-year  period.  The Company was required to settle all
         debts  according  to  the  Judicial  Creditor's  Agreement  and  resume
         operations by the 2005 year. (See Note H).

         As a result, the Company ceased operations and leased the manufacturing
         facility and equipment to Comercio e Industrias Brasileiras Coimbre S/A
         ("Coimbra"),  an unrelated party.  During April 2005, Coimbra ended its
         lease. According to the termination of the lease agreement, Coimbra was
         still liable for the remainder of the payments  through  December 2005.
         Coimbra has paid the full  balance to the  Company.  The  Company  also
         purchased  both  inventory and equipment  from Coimbra for $313,779 for
         its planned future coffee operations.

Note G - Significant Concentrations and Business Risk

         Prior to April 2005,  BDFC leased its plant and  equipment  to Coinbra.
         Income from the lease  agreement  represented  100% of revenues  during
         2004 and the first six months of 2005.

         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. Despite the current improvement of Brazilian economic
         environment,  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.  A  decline  in the  Brazilian  economy,  political  or social
         problems or a reversal of Brazil's foreign  investment policy is likely
         to have an adverse  effect on the Company's  results of operations  and
         financial  condition.  Additionally,  inflation  in Brazil  may lead to
         higher wages and salaries  for  employees  and increase the cost of raw
         materials, which would adversely affect the Company's profitability.

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


                                      -7-
<PAGE>

Note H - Going Concern

         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  remedy  BDFC's  insufficient  cash  flow,   management  leased  its
         manufacturing  facility and equipment to Coimbra.  Rents  received from
         the lease were used by BDFC to pay its debts.  As  mentioned in Note F,
         in April 2005,  Coimbra ended its lease of the building and  equipment.
         Subsequently, BDFC returned to coffee manufacturing operations.

         The cessation of the Concordata Preventiva was approved by the court on
         June 7, 2005.

         The  Company  has  a  substantial   working   capital   deficiency  and
         stockholders'  deficit  at the end of the  period.  The  ability of the
         company to continue as a going  concern is dependent  on the  Company's
         ability to obtain additional  financing and to resume operations in the
         foreseeable  future.  The  financial  statements  do  not  include  any
         adjustments  that  might be  necessary  if the  Company  is  unable  to
         continue as a going concern.

Note I - Subsequent Event

         On October 25, 2005,  the Company  signed an agreement  with a New York
         City based investor relations firm. Pursuant to the agreement, the firm
         will provide  consultation  services relating to matters concerning the
         financial  and  investment  communities.  The Company will pay a fee of
         $7,500 per month plus  expenses.  In addition to the monthly  fee,  the
         Company  agreed to  deliver  a  compensation  package  in the form of a
         warrant  for the right to purchase  during a  five-year  period for the
         date of execution of the agreement, 200,000 shares of its common stock.
         The month to month agreement began on November 1, 2005.

                                      -8-
<PAGE>


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  unaudited
condensed  financial  statements  and notes  thereto set forth in Item 1 of this
Quarterly  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

History

B&D Food Corp.  (formerly REII Incorporated) ("B&D" or "the Company") was in the
business of residential rental real estate in the state of Florida.  The Company
sold its remaining revenue producing assets in October 2004.

On April 29, 2005,  the Company  entered into a Stock  Purchase  Agreement  with
Livorno Investments Ltd. ("Livorno").  Pursuant to the agreement, Livorno bought
3,609,850 shares of the Company's common stock, representing approximately 77.5%
of the total outstanding number of shares of common stock of the Company.

Ms .Una M Ricketts and Ms Karen  Rickettes  resigned from their positions in the
company and in the board,  and Mr Ollech was  appointed as the  President of the
company.  In  addition,  he was  also  appointed  as  Chief  Executive  Officer,
Treasurer and Secretary of the Company.

On July 8, 2005, The Company  entered into a Share Purchase  Agreement with BDFC
Brasil  Alimentos  LTDA.  (a  company  formed  pursuant  to the laws of  Brazil)
("BDFC"). Livorno is also the shareholder controller of BDFC.

Pursuant to the agreement,  the Company issued 95,344,688 shares of common stock
in exchange for 99.85% of the issued and  outstanding  common shares of BDFC. As
additional consideration,  the Company issued an 8% Convertible Promissory Note,
at the  amount  of  $10,000,000.  The note will be due in full,  along  with the
accrued  interest,  in July 2008. At the note holder's  option,  the note may be
converted into common stock of the Company at the Conversion  Price of $0.20 per
share.

Present day

B&D's present business is to acquire, organize, develop and upgrade companies in
the food industry,  and more  specifically in the coffee  industry.  In order to
achieve  this,  it plans  to  integrate  the  manufacture  and the  distribution
operations in order to achieve maximum return on capital.

The  manufacturing  arm of the company has already been acquired by  integrating
BDFC, a Brazilian company  reorganized by the group with a coffee  manufacturing
plant.  This company has the ability to manufacture and pack roasted and grinded
coffee,  instant coffee and several  mixtures of coffee and tea like  cappuccino
and others. Currently, the company is working on selling the product of the BDFC
plant in South America and Eastern Europe.

The company is currently looking to acquire a strong marketing capability in the
USA.


                                      -9-
<PAGE>

FINANCIAL CONDITION AND LIQUIDITY

Total assets in the consolidated balance sheet as of September 30, 2005, totaled
$ 2,136,779  compared with $375,967 as of December 31, 2004. The increase in the
total assets derived  primarily from the  consolidation of BDFC at the beginning
of  July  2005,  which  contributed  $2,081,943  to the  total  assets,  of them
$1,492,076 fixed assets (mainly the coffee factory in Brazil).

Consolidated deficit in working capital amounted to $2,112,669.  The quick ratio
is 17%. The opening  balance of cash, as well as the cash arrived from BDFC, was
utilized principally for repayment of dividend at the amount of $325,899.

As of September 30, 2005, the long term financing  sources  totaled  $2,109,460,
46% of which is  repayable in the coming year.  As of  September  30, 2005,  the
Company had no short term financing sources.

Shareholders'  deficit as of September 30, 2005,  totaled  $12,683,157  compared
with  Shareholders'  capital of  $374,515 as of December  31,  2004.  The change
derived  primarily from the capital reserve at the amount of $12,280,288,  which
recorded due to the acquisition of the shareholders' holdings in BDFC.


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.  Despite the
current improvement of Brazilian economic environment, 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. A decline in the Brazilian economy,  political or social
problems or a reversal of Brazil's foreign  investment  policy is likely to have
an adverse effect on the BDFC's  results of operations and financial  condition.
Additionally,  inflation  in Brazil may lead to higher  wages and  salaries  for
employees and increase the cost of raw materials,  which would adversely  affect
the BDFC's profitability.

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

BDFC is liable for various claims under  Brazilian laws by former  employees for
unpaid salaries and benefits. To the Company's management opinion,  based on its
legal adviser's assumptions,  the provision included in the financial statements
regarding this claims is sufficient.


                                      -10-
<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 2004

Net Loss

The  Company's  net loss in the third  quarter  of 2005  amounted  to  $332,797,
Compared to net income of $17,702 in the third quarter of the previous year.

The net loss in the three months ended  September  30, 2005 is due  primarily to
general  and  administrative  expenses  at the amount of  $183,638,  and finance
expenses at the amount of $184,110  recorded in consideration of the convertible
note.

The net income in the third  quarter of the previous  year was due  primarily to
the gain from realization of fix assets of the previous operation of the Company
at the amount of $59,066, off set by operation expenses of $31,369.

Revenues

The Company's  total revenues in the third quarter of 2005 amounted to $165,213,
compared to revenue of $9,335 in the third quarter of the pervious year.

The  revenues in the three  months  ended  September  30, 2005  reflect the very
beginning of sales of coffee products by BDFC.

The  revenues  in the  third  quarter  of the  previous  year are from  rents of
residential  property,  which was the  previous  activity of the Company  before
Livorno became the main shareholder of the Company.

General and Administrative Expenses and Professional Services

In the third quarter of 2005 General and  administrative  expenses for the third
quarter of 2005 amounted to $183,638. Professional Services amounted to $51,706.
In the third quarter of the previous year, general and  administrative  expenses
amounted to $10,447.

The  increase in general and  administrative  expenses is due  primarily  to the
beginning  of the  operation  in the plant in  Brazil,  and to the  professional
services and traveling  expenses of the management of the Company  associated to
the initiation of the Company's operation.


NINE MONTHS ENDED  SEPTEMBER 30, 2005 COMPARED WITH NINE MONTHS ENDED  SEPTEMBER
30, 2004

Net Income (Loss)

The Company's net loss for the reporting  period amounted to $382,768,  compared
to net income of $132,200 in the corresponding period of the previous year.

The net loss for the  period is due  primarily  to  general  and  administrative
expenses  at the  amount of  $225,609,  and  finance  expenses  at the amount of
$184,110 recorded in consideration of the convertible note.

The  net  income  in the  corresponding  period  of the  previous  year  was due
primarily to the gain from  realization of fix assets of the previous  operation
of the  Company at the amount of  $219,083,  off set by  operation  expenses  of
$60,411.


                                      -11-
<PAGE>

Revenues

The Company's  revenues for the reporting period amounted to $165,213,  compared
to revenues of $46,585 in the corresponding period of the previous year.

All the  revenues in the period are from BDFC and reflect the very  beginning of
sales of coffee products.

The revenues in the corresponding  period of the previous year are from rents of
residential  property,  which was the  previous  activity of the Company  before
Livorno became the main shareholder of the Company.


General and Administrative Expenses and Professional Services

General  and  administrative  expenses  for the  reporting  period  amounted  to
$225,609. The professional services in the reporting period amounted to $59,706.
In the corresponding period of the previous year, the general and administrative
expenses amounted to $35,519.

The  increase in general and  administrative  expenses is due  primarily  to the
beginning  of the  operation  in the plant in  Brazil,  and to the  professional
services and traveling  expenses of the management of the Company  associated to
the initiation of the Company's operation.


SUBSEQUENT EVENTS

On October 17, 2005,  The Company  signed an agreement with Greif & Co ("Greif")
in order to  undertake  certain  services on behalf of the  Company,  including,
among others,  searching for acquisition  candidates and  identifying  qualified
financing partners.

On October 25, 2005, the Company signed an agreement  with  Rubenstein  Investor
Relations Inc. in order to assist the company in its investment relations.


ITEM 3. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure  Controls and Procedures.  As of September 30, 2005,
the Company's management carried out an evaluation, under the supervision of the
Company's  Chief  Executive  Officer  and the 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 effect, the Company's internal control over financial reporting.


                                      -12-
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

      As of September 30, 2005 the Company was not a party to any  litigation of
any kind.  However,  as a result of our transaction with BDFC Brasil  Alimentos,
LTDA ("BDFC") on July 8, 2005,  BDFC is involved in several  proceedings,  which
arose out of the ordinary course of business.  There have been approximately 100
employees  who  have  been  terminated  by BDFC  between  2001 and  2004,  which
employees  have filed  severance  claims with the Brazilian  labor court.  These
claims  range in value  from  approximately  U.S.  $500 per claim to $4,000  per
claim.  BDFC has  agreed  to  settle  approximately  80 of these  claims  for an
aggregate  amount  of  $60,000  of  which  BDFC  has  already  made  payment  of
approximately  $38,000.  BDFC  intends  to  dispute  or is  in  the  process  of
negotiating settlement for the remaining claims for severance pay.

      As of September  30, 2005,  BDFC owed an  aggregate of  $1,418,998  to the
Secretaria da Fazenda  Nacional (the Brazilian tax authority) for overdue taxes.
In July 2003 we entered into a Refis II program, for $952,273, which, in Brazil,
affords a company an opportunity to pay taxes in  installments  over a 180 month
(15 year) period. BDFC intends to maintain such monthly payments. BDFC also owes
to Instituto  Nacional de Seguro Social an aggregate of $352,866 and is entering
into a parceling  program for $268,630,  which would allow BDFC to make payments
in 60 monthly installments.

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

Incorporated by reference from the Form 8-K of the registrant  filed on July 11,
2005, is Item 3.02, which discusses the issuance of common stock in exchange for
the securities of BDFC, in which transaction the registrant acquired BDFC as its
wholly owned subsidiary.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES.

There have not been any defaults on any senior Securities.


                                      -13-
<PAGE>

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the Company's security holders.

ITEM 5 OTHER INFORMATION

Not applicable

ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K

Reports on Form 8-K

1. The  Company  filed a  Current  Report  on Form  8-K,  dated  July 11,  2005,
announcing  that the Company  entered into a Share Purchase  Agreement with BDFC
Brasil  Alimentos  LTDA.,  a  company  formed  pursuant  to the  laws of  Brazil
("BDFC"),  and the shareholders of BDFC (the "BDFC  Shareholders"),  pursuant to
which the Company acquired all of the outstanding  equity stock of BDFC from the
BDFC Shareholders.

2. The Company filed  Amendment  No.1 to Current  Report on Form 8-K, dated July
22, 2005,  modifying  the Security  Ownership of Certain  Beneficial  Owners and
Management Information required to be filed thereunder.

3. The  Company  filed  Amendment  No. 2 to  Current  Report on Form 8-K,  dated
September 19, 2005,  including Item 9.01(a)  financial  statements of BDFC as of
and for the six months ended June 30, 2005 and Item 9.01(b) pro forma  financial
statements as of and for the six month period ended June 30, 2005.


                                      -14-
<PAGE>

EXHIBITS

Number     Title
-------    -----

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

32.1       Certification by Daniel Ollech,  President,  Chief Executive Officer,
           Chief  Financial  Officer,  Treasurer and  Secretary,  Pursuant to 18
           U.S.C.  Section  1350,  as Adopted  Pursuant  to  Section  906 of the
           Sarbanes-Oxley Act of 2002


                                      -15-
<PAGE>

                                   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 21st day of November 2005.

                                       B & D FOOD, CORP.


                                       By: /s/Daniel Ollech
                                           -------------------------------------
                                           Daniel Ollech
                                           President,  Chief Executive Officer,
                                           Chief Financial  Officer,  Treasurer
                                           and Secretary

                                      -16-