UNITED STATES
		      SECURITIES AND EXCHANGE COMMISSION
			     WASHINGTON DC 20549

				FORM 10-QSB

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

  For the Quarter Ending June 30,1999     Commission File Number 21-16563-B

			      REII INCORPORATED
		       (Formerly Bap Acquisition Corp.)
	     -----------------------------------------------------
	    ( Exact Name of Registrant as Specified in its Charter)

	   DELAWARE                                       51-0373876
    -----------------------------                     ---------------------
   (State or other Jurisdiction of                    (IRS Employee Number)
   (Incorporation Or Organization)

	      1051 FIFTH AVENUE NORTH, NAPLES, FLORIDA        34102
	     ------------------------------------------    ----------
	       (Address of Principal Executive Offices)    (Zip Code)

			      (941) 261-3396
		      ------------------------------
		      (Regiatrant's Telephone Number
			    Including Area Code)


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

		  Yes  [X]                             No_____


   As of June 30, 1999   4,655,310 shares of common stock, $.001 par were
   outstanding.


<PAGE>
			   REII INCORPORATED
		     (FORMERLY BAP ACQUISITION CORP.)
			   AND SUBSIDIARY
			(A DELAWARE CORPORATION)
			     NAPLES, FLORIDA


			    FINANCIAL REPORTS
				   AT
			 JUNE 30, 1999 AND 1998

			   REII INCORPORATED
		     (FORMERLY BAP ACQUISITION CORP.)
			      AND SUBSIDIARY
			(A DELAWARE CORPORTION)
			     NAPLES, FLORIDA



			     TABLE OF CONTENTS


Consolidated Balance Sheets at June 30, 1999 (Unaudited)
  and December 31, 1998                                            2

Consolidated Statements of Operations for the Three Months Ended
  June 30, 1999 and 1998 (Unaudited) and for the Six Months Ended
  June 30, 1999 and 1998 (Unaudited)                               3-4

Consolidated Statements of Cash Flows for the Six Months
  Ended June 30, 1999 and 1998 (Unaudited)                         5

Notes to the Consolidated Financial Statements (Unaudited)         6

Management's Discussion and Analysis of Financial Conditions
and Results of Operations                                          7

                            PART 11
Item 1
       Legal Proceedings                                           12
Item 2.
       Change In Securities                                        12
Item 3.
       Defaults Upon Senior Securities                             12
Item 4.
       Submission of Matters to vote of Security Holders           12
Item 5,
       Other Matters                                               12
Item 6,
       Exhibits and Reports on Form 8-K                            12

Signatures                                                         13

<PAGE>
<TABLE>

			   REII INCORPORATED
		     (FORMERLY BAP ACQUISITON CORP.)
			     AND SUBSIDIARY
			(A Delaware Corporation)
			   Naples, Florida

		      CONSOLIDATED BALANCE SHEETS AT
	    JUNE 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998

<CAPTION>
				   ASSETS

					       June 30,        December 31,
						 1999            1998
					      _________        ___________
<S>                                              <C>               <C>
Assets
	Revenue Producing Assets -
	  Net of Accumulated Depreciation       $ 761,467        $ 772,933
	Land Held for Investment                   24,000           24,000
	Cash and Cash Equivalents                  23,845            4,993
	Other Current Assets                        5,600            5,353
	Tenant Escrow Account                      38,736           32,033
	Office Property and Equipment -
	  Net of Accumulated Depreciation           6,805            7,715
	Organization Costs -
	Net of Accumulated Amortization             8,934           17,867
						  _________        _________

	     Total Assets                       $ 869,387         $ 864,894
						  _________        _________

		      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
	Mortgages Payable - Bank                $ 528,496         $ 495,528
	Mortgages Payable - Stockholder           184,153           184,900
	Accounts Payable and Accrued Expenses       2,894             5,712
	Tenant Escrow Liability                    38,736            32,033
	Due to Stockholder                         26,089            31,749
						  _________        _________

	     Total Liabilities                  $ 780,368         $ 749,922
						  _________        _________
Stockholders' Equity
	Common Stock: $.001 Par;20,000,000
	Shares Authorized, 4,655,310 Shares
	Issued and Outstanding                  $   4,655         $   4,655
	Additional Paid In Capital                336,381           336,381
	Deficit                                  (252,017)         (226,064)
						  _________        _________

	     Total Stockholders' Equity         $  89,019         $ 114,972
						  _________        _________

Total Liabilities and Stockholders' Equity      $ 869,387         $ 864,894
						  _________        __________

                                      -2-

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			     REII INCORPORATED
		      (FORMERLY BAP ACQUISITION CORP.)
			       AND SUBSIDIARY
			  (A Delaware Corporation)
			      Naples, Florida

		 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
	    THREE MONTHS ENDED JUNE 30, 1999 AND 1998 (UNAUDITED) AND
	    FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (UNAUDITED)
<CAPTION>
				     Three Months            Six Months
				    Ended June 30           Ended June 30
				     1999      1998        1999     1998
				   ________   ________   _________  ________
<S>                                   <C>       <C>          <C>      <C>
Revenues
	Management Services       $  7,232   $  5,814    $ 12,785  $ 11,552
	Rental Income               29,150     13,408      59,345    26,977
	Commissions                    ---        ---       4,200       ---
	Interest and Other              63         72         135        72
				    ________  ________   _________  ________

	     Total Revenues       $ 36,445    $ 19,294   $ 76,465  $ 38,601
				    ________  ________   _________ ________

Direct Expenses
  Advertising                     $    ---    $    954    $   243  $  1,092
  Commissions and Management Fees      777         462      1,897       577
  Depreciation                       6,609       2,110     13,191     4,194
  Insurance                          2,422         773      4,844     2,319
  Interest                          11,793       3,623     20,834     7,238
  Real Estate Taxes                  4,815       2,291      9,630     4,603
  Repairs and Maintenance            4,079       2,754      8,528     7,733
  Utilities                          1,091         967      1,837     1,579
				    ________    ________  _________ ________

  Total Direct Expenses           $ 31,586    $ 13,934    $61,004  $ 29,335
				    ________    ________  _________ ________

General and Administrative Expenses
  Contributions                   $     10    $    100   $    120  $    175
  Depreciation and Amortization      7,057       2,754      9,843     5,450
  Licenses, Dues and Fees           (1,240)      1,084     11,704     2,110
  Office Occupancy Expenses          2,119       2,586      5,055     4,858
  Office Expense                     2,418       2,746      5,265     5,453
  Professional Fees                  7,777          71      9,427       890
				    ________    ________ _________  ________
  Total General and
  Administrative Expenses         $ 18,141     $ 9,341   $ 41,414  $ 18,936
				    ________    ________ _________  ________

  Total Expenses                  $ 49,727     $ 23,275  $102,418  $ 48,271
				    ________    ________ _________ ________

                                          -3-
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</TABLE>
<TABLE>
<CAPTION>                           Three Months              Six Mpnths
                                   Ended June 30,            Ended June 30
                                   1999      1998             1999     1998
                                   _______  _______         ________   ______
<S>                                  <C>      <C>             <C>       <C>

Loss Before Provision for Taxes   $(13,282)  $ (3,981)   $(25,953) $ (9,670)

Provision for Taxes                    ---          ---       ---       ---
				    ________    ________  _________ ________

Net Loss for the Period            $(13,282) $ (3,981)   $(25,953) $ (9,670)
				    ________    ________  _________ ________

Loss per Common Share:             $(.003)   $(.001)      $(.006)    $(.002)
				   _________ _________  _________  _________
Weighted Average
Number of Common
  Shares Outstanding             4,655,310   4,655,310   4,655,310 4,655,310
				    _________ _________ _________   ________

                                           -4-
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<TABLE>
				  REII INCORPORATED
			   (FORMERLY BAP ACQUISITION CORP.)
				     AND SUBSIDIARY
			       (A Delaware Corporation)
				    Naples, Florida

		    CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
		 SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (UNAUDITED)
<CAPTION>                                                                                     1999            1998
                                                  1999            1998
						 ________        ________
<S>                                                <C>              <C>
Cash Flows from Operating Activities
	Net Loss                                $(25,953)       $ (9,670)
	Adjustments to Reconcile
	  Net Loss to Net Cash Flows
	  from Operating Activities:
	    Amortization                           8,933           4,661
	    Depreciation                          14,101           4,983
	Changes in Assets and Liabilities:
	  Rents Receivable                           ---             289
	  Other Current Assets                      (247)         (1,698)
	  Accounts Payable and Accrued Expenses   (2,818)        (12,161)
						 ________        ________
                 Net Cash Flows from
	       Operating Activities             $ (5,984)       $(13,596)
						 ________        ________
Cash Flows from Investing Activities
  Acquisition of Office Furniture and Equipment $    ---        $ (2,430)
  Improvements to Income Producing Properties     (1,725)         (1,113)
						 ________        ________
	     Net Cash Flows from
	       Investing Activities             $ (1,725)       $  (3,543)
						 ________        ________

Cash Flows from Financing Activities
	Mortgage Refinancing                    $ 37,312        $     ---
	Repayment of Mortgages                    (5,091)          (2,294)
	Change in Due to Stockholder              (5,660)          15,728
						  ________        ________
	     Net Cash Flows from
		Financing Activities            $ 26,561        $  13,434
						  ________        ________

Net Decrease in Cash and Cash Equivalents       $ 18,852        $  (3,705)
Cash and Cash Equivalents -
  Beginning of Period                              4,993           13,486
						  ________        ________
Cash and Cash Equivalents -
  End of Period                                 $ 23,845         $  9,781
						  ________        ________
Supplementary Disclosures
	Interest Paid                           $ 20,834         $  7,238
	Income Taxes Paid                            ---              ---

                                    -5-
<PAGE>

			    REII INCORPORATED
		    (FORMERLY BAP ACQUISITION CORP.)
			     AND SUBSIDIARY
			 (A DELAWARE CORPORATION)
			     Naples, Florida


		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note A -        Basis of Presentation
	  The condensed consolidated financial statements of REII
Incorporated (formerly BAP Acquisition Corp.) and Subsidiary (the
"Corporation") included herein have been prepared by the Corporation,
without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission (the "SEC").  Certain information and footnote
disclosures normally included in financial statements prepared in
conjunction with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although
the Corporation believes that the disclosures are adequate so that the
information presented is not misleading.  These condensed financial
statements should be read in conjunction with the annual audited
financial statements and the notes thereto included in the Corporation's
Form 10KSB.

	  The accompanying unaudited interim financial statements
reflect all adjustments of a normal and recurring nature which are, in
the opinion of management, necessary to present fairly the financial
position, results of operations and cash flows of the Corporation for
the interim periods presented.  The results of operations for these
periods are not necessarily comparable to, or indicative of, results of
any other interim period or for the fiscal year as a whole.  Factors
that affect the comparability of financial data from year to year and
for comparable interim periods include the acquisition of additional
income producing properties, mortgage refinancing, and increased general
and administrative costs required to meet SEC reporting obligations.
Certain financial information that is not required for interim financial
reporting purposes has been omitted.

Note B -        Principles of Consolidation
	  The consolidated financial statements include the accounts of
the Corporation and its subsidiary, Ricketts Enterprises International,
Inc.  All significant intercompany balances and transactions have been
eliminated in consolidation.

Note C -        Year 2000
	  REII recently upgraded its computer system to be year 2000
compliant.  The Corporation has not been informed of any material risks
associated with its vendors regarding year 2000 compliance, however,
there is no guarantee that such risks do not exist and will not have an
adverse effect on operations. Management is continuing to assess any
impact that the transition to the year 2000 will have on operations.
Due to the nature of the Corporation's business, it is not anticipated
that any impact would be material, however the cost of a potential
impact is not determinable.

                                 -6-
<PAGE>
Note D -        Other Matters
	  Effective April 15, 1998, the Corporation, formerly known as
BAP Acquisition Corp., changed its name to REII Incorporated.

	  The Corporation entered into an agreement represented by a
Letter of Intent dated January 15, 1996 to acquire and operate
residential rental properties and one commercial office property owned
by Garfield Ricketts, a 60% shareholder.  The properties are valued at
approximately $2 million, which was determined based on the properties'
market value according to Multiple Listing Service's market analysis
which tracks sales prices of comparable properties within the area.  The
acquisition will be completed when permanent financing can be arranged.

	  Certain amounts in the prior year financial statements have
been reclassified to conform with the current year presentation.
REII Incorporated (Formerly BAP Acquisition Corp.) and Subsidiary


Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Revenue Sources

	The company generates revenue primarily from the rental of
residential property, representing approximately 70% of total revenues
and real estate management services, representing approximately 30% of
total revenues.  The Company plans to increase revenues by acquiring
existing and/or developing new residential properties and commercial
real estate.

Financial Condition and Liquidity

	The Company's long-term debt to capital (long-term debt and
stockholders' equity) ratio at June 30, 1999 and December 31, 1998 was
88.9% and 85.6%, respectively.

	The Company's source of working capital is from rental operating
activities and prior capital contributions from stockholders.  The
Company has not borrowed any moneys from financial institutions for
working capital needs.  All debts of the Company are from first
mortgages on income producing properties.

	Net cash provided by operating activities for the six month
periods ended June 30, 1999 and 1998 was negative $5,984 and negative
$13,596, respectively.  The negative cash flows were primarily due to
payment of current liabilities.

	The Company recently upgraded its computer systems to be year
2000 compliant.  The Company has not been informed of any material risks
associated with its vendors regarding year 2000 compliance, however,
there is no guarantee that such risks do not exist and will not have an
adverse effect on operations.  Management is continuing to assess any
impact that the transition to the year 2000 will have on operations.
Due to the nature of the Company's business, it is not anticipated that
any impact would be material, however the cost of a potential impact is
not determinable.
                                  -7-
<PAGE>
	Management of the Company believes that there are no
commitments, uncertainties, or contingent liabilities that will have a
materially adverse effect on the consolidated financial position or
future results of operations of the Company.
Capital Expenditures and Financing Requirements

	The Company purchased five (5) residential rental properties
from Garfield Ricketts, a 60% shareholder, for $544,000 on December 18,
1998.  The purchase price was based on the total of the properties'
market values established by an independent appraiser.  The acquisition
was financed with bank mortgages in the amount of $359,100 and mortgages
to Garfield Ricketts in the amount of $184,900.

	Capital expenditures for improvements to income producing
properties during the six month periods ended June 30, 1999 and 1998
totaled $1,725 and $1,113, respectively.  Capital expenditures for
purchases of office equipment and furniture during the six month periods
ended June 30, 1999 and 1998 totaled $-0- and $2,430, respectively.
There were no real property acquisitions during the six month periods.

	The Company has an agreement represented by a Letter of Intent
to purchase 20 residential rental properties and one commercial office
property from Garfield Ricketts, a majority stockholder.  Purchase price
upon acquisition will be the properties market value, based on
independent appraisals.  Market value of the 21 properties is currently
approximately $2 million, based on Multiple Listing Service's market
analysis, which tracks sales prices of comparable properties within the
area.  Terms of the agreement require the Company to assume, refinance,
or pay off the balance due on the first mortgages on the properties of
approximately $1,302,000 as of December 31, 1998, and pay the balance of
the market value to Garfield Ricketts in cash or other form of payment
acceptable to him.  All properties to be acquired will be subject to an
updated independent property appraisal.

	The Company will require funds to acquire additional income
producing properties and/or real estate related entities.  The Company
will seek to borrow funds from financial institutions and raise money
through the offering of its common stock. Management believes that the
Company can continue to operate and meet its obligations via working
capital from operating and financing activities.  Management is of the
opinion that inflation has not and will not have a material effect on
the operations of the Company.
Results of Operations
                                  -8-
<PAGE>

</TABLE>
<TABLE>

	The following table sets forth for the periods indicated, the
percentages which selected items in the Company's Statements of
Operations bear to total revenues:
<CAPTION>
				   Three Month Period     Six Month Period
				       Ended June 30        Ended June 30
					1999    1998        1999     1998
				      ________ _______    _______  ________
<S>                                     <C>      <C>        <C>       <C>
Revenues
	Rental Income                  80.0%    30.1%      77.6%    69.9%
	Management Services            19.8%    69.5%      16.7%    30.0%
	Commissions                    00.0%    00.0%       5.5%    00.0%
	Interest and Other              0.2%     0.4%       0.2%     0.1%
				      ________ ________   ________ ________

	     Total Revenues           100.0%   100.0%     100.0%   100.0%
                                     ________ _______    ________ ________
Expenses

Direct Expenses:
	Depreciation                   18.1%    10.9%      17.2%    10.9%
	Interest                       32.4%    18.8%      27.2%    18.8%
	Real Estate Taxes              13.2%    11.9%      12.6%    11.9%
	Repairs and Maintenance        11.2%    14.3%      11.2%    20.0%
	Utilities                       3.0%     5.0%       2.4%     4.1%
	Insurance                       6.6%     4.0%       6.3%     6.0%
	Other Direct Expenses           2.1%     7.3%       2.8%     4.3%
				      ________ ________  ________  ________

     Total Direct Expenses             86.6%    72.2%      79.7%    76.0%
				      ________ _______   ________  ________

General and Administrative Expenses:
	Office Occupancy Expense        5.8%    13.4%       6.6%    12.6%
	Office Expense                  1.6%     5.5%       1.5%     4.2%
	Professional Fees              21.3%     0.4%      12.3%     2.3%
	License, Dues, and Fees       (3.4)%     5.5%      15.3%     5.5%
	Depreciation and Amortization  19.4%    14.3%      12.9%    14.1%
	Other Administrative Expenses   5.1%     9.3%       5.6%    10.4%
				      ________  ________ ________  ________
     Total General and
	Administrative Expenses        49.8%    48.4%      54.2%    49.1%
				      ________ ________  ________  ________

	     Total Expenses           136.4%   120.6%     133.9%   125.1%
				      ________ ________  ________ ________

Loss Before Provision for Taxes      (36.4)%  (20.6)%    (33.9)%  (25.1)%

Provision for Taxes                    00.0%    00.0%      00.0%    00.0%
				     ________ ________   ________ ________

Net Loss                             (36.4)%  (20.6)%    (33.9)%   (25.1)%
				     ________________   ________  ________

                                        -9-
<PAGE>

Six Months Ended June 30, 1999 Compared With Six Months Ended June 30,
1998

Net Income (Loss)
	The Company reported a net loss of $25,953 for the six months
ended June 30, 1999, compared to a net loss of $9,670 for the six months
ended June 30, 1998.  The losses were primarily due to depreciation,
refinancing fees, legal fees paid to register with the National
Association of Securities Dealers, and write off of organization costs
in accordance with the American Institute of Certified Public
Accountants' Statement of Position 98-5 on reporting the costs of
start-up activities.

Revenues
	Total revenues for the six months ended June 30, 1999 increased
by $37,864 (98.1%) to $76,465 from $38,601 for the six months ended June
30, 1998.  The increase was due primarily to rental income received from
the addition of five (5) new rental properties and the receipt of
commission revenues from the sale of homes.

Direct Expenses
	Direct expenses for the six months ended June 30, 1999 increased
by $31,669 (108.0%) to $61,004 (79.7% of total revenues) from $29,335
(76.0% of total revenues) for the six months ended June 30, 1998.  The
increase was due primarily to the addition of new rental properties.

General and Administrative Expenses
	General and administrative expenses for the six months ended
June 30, 1999 increased by $22,478 (118.7%) to $41,414 (54.2% of total
revenues) from $18,936 (49.1% of total revenues) for the six months
ended June 30, 1998.  The increase was due primarily to fees paid to
refinance two mortgages in 1999, legal fees paid to register with the
National Association of Securities Dealers, and write off of
organization costs in accordance with the American Institute of
Certified Public Accountants' Statement of Position 98-5 on reporting
the costs of start-up activities.

Income Taxes
	There were no provisions for income tax for the six month
periods ended June 30, 1999 and 1998 because the Company was operating
at a loss.
Three Months Ended June 30, 1999 Compared With Three Months Ended June
30, 1998

Net Income (Loss)
	The Company reported a net loss of $13,282 for the three months
ended June 30, 1999, compared to a net loss of $3,981 for the three
months ended June 30, 1998.  The losses were primarily due to
depreciation and amortization.

Revenues
	Total revenues for the three months ended June 30, 1999
increased by $17,151 (88.9%) to $36,445 from $19,294 for the three
months ended June 30, 1998.  The increase was due primarily to rental
income received from the addition of five (5) new rental properties.
                               -10-
<PAGE>
Direct Expense
	Direct expenses for the three months ended June 30, 1999
increased by $17,652 (126.7%) to $31,586 (86.6% of total revenues) from
$13,934 (72.2% of total revenues) for the three months ended June 30,
1998.  The increase was due primarily to the addition of new rental
properties.

General and Administrative Expenses
	General and administrative expenses for the three months ended
June 30, 1999 increased by $8,800 (94.2%) to $18,141 (49.8% of total
revenues) from $9,341 (48.4% of total revenues) for the three months
ended June 30, 1998.  The increase was due primarily to fees paid to
refinance two mortgages in 1999, legal fees paid to register with the
National Association of Securities Dealers, and write off of
organization costs in accordance with the American Institute of
Certified Public Accountants' Statement of Position 98-5 on reporting
the costs of start-up activities.

Income Taxes
	There were no provisions for income tax for the three month
periods ended June 30, 1999 and 1998 because the Company was operating
at a loss.

                                  -11-
<PAGE>

				PART 11
 ITEM 1
       Legal Proceedings
The Company is not presently a party to any litigation of any kind or
nature whatsoever, nor to the company's best knowledge and belief is any
litigation threatened or contemplated.

ITEM 2
	Change in Securities.
There has not been any material changes of the rights of holders of
registered securities, and working capital restrictions and other
limitations on the payment of dividends.

ITEM 3
	Defaults Upon Senior Securities.
There has not been any defaults on any senior Securities.

ITEM 4
	Submission of Matters to a vote of Security Holders.
 On December 30th, 1998 the annual meeting of the Company was held at the
 Company's principal office, at 1051-5th Avenue North in Naples Florida.
 Of the 4,655,310 shares outstanding, 3,664,932 were represented in person
 and by proxy. The sole purpose of the meeting was to re-elect the Officers
 and Directors.
 The following officers and Directors were unanimously elected.
	Garfield Ricketts     Director/ Chairman/CEO
	Una M. Ricketts       Director/Secretary/Treasurer
	Karen Ricketts        Director

  There were no setlements or matters or solicitations under Rule 14a-11

  ITEM 5
	 Other Matters

	 None
  ITEM 6
	Exhibits and reports on Form 8-K

	 NONE

                                    -12-
<PAGE>
			     SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunder duly authorized

Dated May 13th, 1999

BAP ACQUISITION CORP

by /s/ Garfield Ricketts              by /s/ Una M. Ricketts
-------------------------            ------------------------
Garfield Ricketts-President          Una M. Ricketts-Secretary/Treasurer


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