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 June 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.)

 Rua Luis Coelho 223, 8th Floor, Conjunto 81, Cerqueira Cesar, Sao Paulo, S.P. -
                             Brazil CEP: 01309-901
                    (Address of Principal Executive Offices)

                                 972 544 816 339
                         (Registrant's Telephone Number)

              (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 July 15, 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.
                          (FORMERLY REII INCORPORATED)
                                 AND SUBSIDIARY
                            (A DELAWARE CORPORATION)
                                Sao Paulo, Brazil

             ------------------------------------------------------
                                FINANCIAL REPORTS
                                       AT
                                  JUNE 30, 2005
             ------------------------------------------------------

<PAGE>

B&D FOOD CORP.
  (FORMERLY REII INCORPORATED) AND SUBSIDIARY
(A DELAWARE CORPORATION)
Sao Paulo, Brazil

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


Consolidated Balance Sheets at June 30, 2005 (Unaudited)
  and December 31, 2004                                                   F-1

Consolidated Statements of Operations for the Three and Six Months
  Ended June 30, 2005 and 2004 (Unaudited)                                F-2

Consolidated Statements of Cash Flows for the Six Months
  Ended June 30, 2005 and 2004 (Unaudited)                                F-3

Notes to Consolidated Financial Statements                             F-4 - F-5

<PAGE>

B&D FOOD CORP.
  (FORMERLY REII INCORPORATED) AND SUBSIDIARY
(A DELAWARE CORPORATION)
Sao Paulo, Brazil

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------------------------------------------

                                                                            (U.S. Dollars)

                                                                     (Unaudited)
                                                                       June 30,      December 31,
                                                                        2005            2004
-------------------------------------------------------------------------------------------------
<S>                                                                   <C>             <C>
ASSETS

Cash and Cash Equivalents                                             $   2,139       $ 375,967
Other Current Assets                                                         --          10,362
-------------------------------------------------------------------------------------------------

Total Assets                                                          $   2,139       $ 386,329
-------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Liabilities
Accounts Payable and Accrued Expenses                                 $   7,263       $  11,814
-------------------------------------------------------------------------------------------------

Total Liabilities                                                         7,263          11,814
-------------------------------------------------------------------------------------------------

Stockholders' Equity (Deficit)
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
Retained Earnings (Accumulated Deficit)                                (346,160)         33,479
-------------------------------------------------------------------------------------------------

Total Stockholders' Equity (Deficit)                                     (5,124)        374,515
-------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity (Deficit)                  $   2,139       $ 386,329
=================================================================================================
</TABLE>

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


                                      F-1
<PAGE>

B&D FOOD CORP.
  (FORMERLY REII INCORPORATED) AND SUBSIDIARY
(A DELAWARE CORPORATION)
Sao Paulo, Brazil

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
-----------------------------------------------------------------------------------------------------------------

                                                                             (U.S. Dollars)

                                                             Three Months Ended             Six Months Ended
                                                                  June 30,                      June 30,
                                                         --------------------------    --------------------------
                                                           2005           2004           2005            2004
-----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>            <C>            <C>
Revenues
Rental Income                                            $        --    $    16,500    $        --    $    37,250
-----------------------------------------------------------------------------------------------------------------

Total Revenues                                                    --         16,500             --         37,250
-----------------------------------------------------------------------------------------------------------------

Expenses
Direct Expenses
Depreciation                                                      --          5,481             --         11,592
Interest                                                          --          3,013             --          6,101
Real Estate Taxes and Insurance                                   --          6,651             --         15,764
Repairs and Maintenance                                           --          4,147             --         13,136
Other Direct Expenses                                             --          2,762             --          3,962
-----------------------------------------------------------------------------------------------------------------

Total Direct Expenses                                             --         22,054             --         50,555

General and Administrative Expenses                           18,960         10,994         44,903         22,173

Management Services Expenses                                   2,000             --          8,000             --

Bad Debts Expense                                                 --             --             --          2,899
-----------------------------------------------------------------------------------------------------------------

Total Expenses                                                20,960         33,048         52,903         75,627
-----------------------------------------------------------------------------------------------------------------

Loss Before Other Income                                     (20,960)       (16,548)       (52,903)       (38,377)

Other Income
Interest and Other Income                                         --             --             --             18
Gain on Sale of Revenue Producing Assets                          --        116,879             --        160,017
-----------------------------------------------------------------------------------------------------------------

Income (Loss) Before Provision for Taxes                     (20,960)       100,331        (52,903)       121,658

Provision for Taxes                                             (837)        (6,330)          (837)        (7,160)
-----------------------------------------------------------------------------------------------------------------

Net Income (Loss) for the Period                         $   (21,797)   $    94,001    $   (53,740)   $   114,498
-----------------------------------------------------------------------------------------------------------------

Weighted Average Number of Common
  Shares Outstanding - Basic and Diluted                   4,655,310      4,655,310      4,655,310      4,655,310

Net Income (Loss) Per Common
  Share - Basic and Diluted                              $     (0.00)   $      0.02    $     (0.01)   $      0.02
=================================================================================================================
</TABLE>

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


                                      F-2
<PAGE>

B&D FOOD CORP.
  (FORMERLY REII INCORPORATED) AND SUBSIDIARY
(A DELAWARE CORPORATION)
Sao Paulo, Brazil

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
----------------------------------------------------------------------------------

                                                                (U.S. Dollars)

Six Months Ended June 30,                                     2005         2004
----------------------------------------------------------------------------------
<S>                                                         <C>          <C>
Cash Flows from Operating Activities

Net Income (Loss) for the Period                            $ (53,740)   $ 114,498

Adjustments to Reconcile Net Income (Loss) for the Period
  to Net Cash Flows from Operating Activities:
Bad Debts Expense                                                  --        2,899
Depreciation                                                       --       12,006
Gain on Sale of Revenue Producing Assets                           --     (160,017)

Changes in Assets and Liabilities:
Other Current Assets                                           10,362       (3,646)
Accounts Payable and Accrued Expenses                          (4,551)         297
----------------------------------------------------------------------------------

Net Cash Flows from Operating Activities                      (47,929)     (33,963)
----------------------------------------------------------------------------------

Cash Flows from Investing Activities
Improvements to Revenue Producing Properties                       --       (1,581)
Proceeds from Sale of Revenue Producing Assets                     --      234,178
----------------------------------------------------------------------------------

Net Cash Flows from Investing Activities                           --      232,597
----------------------------------------------------------------------------------

Cash Flows from Financing Activities
Repayment of Mortgages                                             --     (165,876)
Repayment of Loan Due to Stockholder                               --      (28,066)
Cash Dividends Paid                                          (325,899)          --
----------------------------------------------------------------------------------

Net Cash Flows from Financing Activities                     (325,899)    (193,942)
----------------------------------------------------------------------------------

Net Change in Cash and Cash Equivalents                      (373,828)       4,692

Cash and Cash Equivalents - Beginning of Period               375,967       81,718
----------------------------------------------------------------------------------

Cash and Cash Equivalents - End of Period                   $   2,139    $  86,410
==================================================================================

SUPPLEMENTARY DISCLOSURES
==================================================================================

Interest Paid                                               $      --    $   6,483
Income Taxes Paid                                           $  11,468    $   4,483
Income Taxes Refund Received                                $  10,362    $      --
==================================================================================

NON-CASH INVESTING AND FINANCING ACTIVITIES
==================================================================================

Disposal of Revenue Producing Assets:
Net Book Value of Disposed Revenue Producing Assets         $      --    $  74,161
==================================================================================
</TABLE>

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


                                      F-3
<PAGE>

B&D FOOD CORP.
  (FORMERLY REII INCORPORATED) AND SUBSIDIARY
(A DELAWARE CORPORATION)
Sao Paulo, Brazil

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note A - Basis of Presentation

      The  consolidated  financial  statements of B&D Food Corp.  (formerly REII
      Incorporated)  and Subsidiary  (the  "Company")  included herein have been
      prepared  by  the  Company,  without  audit,  pursuant  to the  rules  and
      regulations of the Securities and Exchange Commission (the "SEC"). Certain
      information  and footnote  disclosures  normally  included in consolidated
      financial  statements  prepared in conjunction with accounting  principles
      generally  accepted in the United States of America have been condensed or
      omitted  pursuant  to such rules and  regulations,  although  the  Company
      believes  that  the  disclosures  are  adequate  to make  the  information
      presented not misleading.  These consolidated  financial statements should
      be read in conjunction  with the annual audited  financial  statements and
      the notes thereto included in the Company's Form 10-KSB Annual Report, and
      other reports filed with the SEC.

      The  accompanying  unaudited  interim  consolidated  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  Company  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 or disposition of income producing
      properties  and  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.

      Reclassifications Certain amounts in the prior year consolidated financial
      statements  have  been  reclassified  to  conform  with the  current  year
      presentation.  The reclassifications made to the prior year have no impact
      on the net income  (loss),  or overall  presentation  of the  consolidated
      financial statements.

Note B - Principles of Consolidation

      The consolidated  financial statements include the accounts of the Company
      and its wholly owned subsidiary, Ricketts Enterprises International,  Inc.
      All  significant   intercompany   balances  and  transactions   have  been
      eliminated in consolidation.

Note C - Related Party Transactions

      In January 2005, the Board of Directors  approved the payment of a monthly
      Management  Fee of  $2,000 to Una M.  Ricketts,  President,  for  services
      rendered.  In connection  with Una M.  Ricketts'  resignation as President
      (see Note E), the monthly Management Fee ceased.

Note D - Dividend Payment

      In April 2005, the Company  declared and paid a cash dividend of $0.07 per
      share on the issued and outstanding common stock, totaling $325,899.


                                      F-4
<PAGE>

B&D FOOD CORP.
  (FORMERLY REII INCORPORATED) AND SUBSIDIARY
(A DELAWARE CORPORATION)
Sao Paulo, Brazil

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note E - Change in Control

      On April 29, 2005,  Una M.  Ricketts,  President and  Director,  and Karen
      Ricketts,  Vice-President and Director,  sold all of the respective shares
      owned and/or under their control,  representing  approximately  78% of the
      issued  and  outstanding  common  stock,  to  an  unrelated  third  party.
      Concurrently with the sale of their shares, both Una M. and Karen Ricketts
      resigned from their respective offices of the Company,  with Daniel Ollech
      being  appointed  President to replace Una M. Ricketts and being appointed
      Director to replace Karen  Ricketts,  who had also resigned from the Board
      of Directors.  This sale of shares  resulted in a change of control of the
      Company.

      On May 31, 2005,  Una M.  Ricketts  resigned  from the Board of Directors,
      with Valquiria Cunha being appointed Director to replace her.

Note F - Recently Issued Accounting Standards

            In May 2005, the FASB issued SFAS No. 154,  "Accounting  Changes and
            Error  Corrections  - a  replacement  of APB Opinion No. 20 and FASB
            Statement No. 3" ("SFAS 154"). SFAS 154 changes the requirements for
            the   accounting  for  and  reporting  of  a  change  in  accounting
            principle.  These  requirements  apply to all voluntary  changes and
            changes  required  by an  accounting  pronouncement  in the  unusual
            instance that the pronouncement does not include specific transition
            provisions.  SFAS 154 is effective for fiscal years  beginning after
            December 15, 2005.  As such,  the Company is required to adopt these
            provisions  at the  beginning of the fiscal year ended  December 31,
            2006. The Company is currently  evaluating the impact of SFAS 154 on
            its consolidated financial statements.

Note G - Subsequent Events

      The Company

      On July 5, 2005,  the Company  amended the  articles of  incorporation  to
      change the name of the corporation to B&D Food Corp.

      On July 5, 2005, the Company also amended the articles of incorporation to
      increase the number of authorized  shares of common stock from  20,000,000
      to  400,000,000  shares,  and to create a class of  preferred  stock  with
      10,000,000 shares authorized with a par value of $0.001 per share.

      Acquisition Agreement

      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").  Pursuant  to the  agreement,  the  Company  will issue
      95,344,688 shares of common stock in exchange for 99.85% of the issued and
      outstanding  common shares of BDFC. In addition,  the Company will issue a
      Convertible Note Payable for $10,000,000 in exchange for all of the issued
      and outstanding  preferred  shares of BDFC. The  Convertible  Note Payable
      will bear  interest at 8%  annually;  at the note  holder's  option may be
      converted  into  common  stock of the Company at the  Conversion  Price of
      $0.20 per share; and will be due in full, along with the accrued interest,
      in July 2008.


                                      F-5
<PAGE>

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

Overview

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

On April 29, 2005,  Una M.  Ricketts,  President,  Chief  Executive  Officer and
Treasurer of B&D and Karen Ricketts, Vice-President and Secretary of B&D and B&D
entered into a Stock Purchase Agreement with Livorno Investments Ltd. , pursuant
to which Una M.  Ricketts  and Karen  Ricketts  sold an  aggregate  of 3,609,850
shares  of  B&D's  common  stock  to  Livorno  Investments  Ltd.,   representing
approximately 77.5% of the total outstanding number of shares of common stock of
B&D.

In connection with the sale of B&D's common stock to Livorno  Investments  Ltd.,
both Karen  Ricketts and Garfield H.  Ricketts,  Jr.  resigned as members of the
board of directors of B&D and Una M.  Ricketts  intends on resigning as a member
of the board of directors in the future.  In addition,  both Una M. Ricketts and
Karen  Ricketts  resigned  as  officers  of  B&D.  Subsequent  to the  foregoing
resignations,  Daniel Ollech was appointed as a member of the board of directors
and as the President, Chief Executive Officer, Treasurer and Secretary of B&D.

Financial Condition and Liquidity

B&D's source of working capital was from rental  operating  activities.  B&D has
not borrowed any moneys from financial institutions for working capital needs.

Net cash flows used in operating activities for the six month periods ended June
30, 2005 and 2004 was $47,929  and  $33,963,  respectively.  The  difference  is
primarily  due to the decrease in rental income due to the sale of the remaining
revenue producing assets in October 2004 and continuing  obligations for general
and administrative expenses.

Market Risk and Contingent Liabilities

The  nature  and  amount of B&D's  debt may vary as a result of future  business
requirements,  market conditions and other factors. At June 30, 2005, B&D had no
outstanding long-term debt.

Management  of B&D believes  that there are no  commitments,  uncertainties,  or
contingent  liabilities  that  will  have a  materially  adverse  effect  on the
consolidated  financial position or operations of B&D and is of the opinion that
inflation has not and will not have a material effect on operations.


                                      F-6
<PAGE>

Capital Expenditures, Dispositions and Financing Requirements

During  the six  months  ended June 30,  2005,  B&D owned no  revenue  producing
properties and had no expenditures for office equipment.

Net cash used in  financing  activities  for the six month period ended June 30,
2005 was  $325,899  due to the payment of a cash  dividend of $0.07 per share of
common stock issued and outstanding,  and for the six month period June 30, 2004
was $193,942 due to the repayment of mortgages on revenue  producing  properties
and for  payment of the loan due to  stockholder.  The cash used to pay the cash
dividend  and the debt was  obtained  from the  proceeds  of the sale of revenue
producing assets.


                                      F-7
<PAGE>

Three Months Ended June 30, 2005 Compared With Three Months Ended June 30, 2004

Net Income (Loss)

B&D  reported  net loss of $21,797  for the three  months  ended June 30,  2005,
compared to net income of $94,001 for the three months ended June 30, 2004.  The
net income in 2004 is  primarily  due to the gain on sale of  revenue  producing
assets.

Revenues

Total  revenues for the three months ended June 30, 2005  decreased to $-0- from
$16,500 for the three months ended June 30, 2004. The decrease was due primarily
to the disposal of the remaining revenue producing assets in October 2004.

Direct Expenses

Direct  expenses for the three months ended June 30, 2005 decreased to $-0- from
$22,054 for the three months ended June 30, 2004. The decrease was due primarily
to the disposal of the remaining revenue producing assets in October 2004.

General and Administrative Expenses

General and  administrative  expenses  for the three  months ended June 30, 2005
increased to $18,960 from $10,994 for the three months ended June 30, 2004.  The
increase  was due  primarily to the  increase in  professional  fees to meet SEC
reporting requirements.

Other Income

Other  income for the three  months  ended June 30, 2005  decreased to $-0- from
$116,879 for the three  months ended June 30, 2004.  B&D reported a gain on sale
of revenue producing assets in the amount of $116,879 in 2004.

Income Taxes

B&D recorded a provision for income taxes during the three months ended June 30,
2005 due to  additional  taxes owed to the State of Florida on income  resulting
from the sale of revenue producing assets in 2004.

Six Months Ended June 30, 2005 Compared With Six Months Ended June 30, 2004

Net Income (Loss)

B&D  reported a net loss of  $53,740  for the six  months  ended June 30,  2005,
compared to net income of $114,498 for the six months  ended June 30, 2004.  The
net income in 2004 was  primarily  due to the gain on sale of revenue  producing
assets.

Revenues

Total  revenues  for the six months  ended June 30, 2005  decreased to $-0- from
$37,250 for the six months ended June 30, 2004.  The decrease was due  primarily
to the disposal of the remaining revenue producing assets in October 2004.


                                      F-8
<PAGE>

Direct Expenses

Direct  expenses for the six months  ended June 30, 2005  decreased to $-0- from
$50,555 for the six months ended June 30, 2004.  The decrease was due  primarily
to the disposal of the remaining revenue producing assets in October 2004.

General and Administrative Expenses

General  and  administrative  expenses  for the six months  ended June 30,  2005
increased to $44,903  from  $22,173 for the six months ended June 30, 2004.  The
increase  was due  primarily to the  increase in  professional  fees to meet SEC
reporting obligations.

Other Income

Other  income for the six  months  ended June 30,  2005  decreased  to $-0- from
$160,035 for the six months ended June 30, 2004.  Other income in 2004 consisted
of  interest  income  of $18 and gain on sale of  revenue  producing  assets  of
$160,017.

Income Taxes

B&D  recorded a provision  for income taxes during the six months ended June 30,
2005 due to  additional  taxes owed to the State of Florida on income  resulting
from the sale of revenue producing assets in 2004.

Subsequent Events

On July 5, 2005, B&D amended the articles of incorporation to change the name of
the corporation to B&D Food Corp.

On July 5, 2005, B&D also amended the articles of  incorporation to increase the
number of  authorized  shares of common  stock from  20,000,000  to  400,000,000
shares,  and to  create  a class  of  preferred  stock  with  10,000,000  shares
authorized with a par value of $0.001 per share.

On July 8, 2005,  B&D entered into a Share  Purchase  Agreement with BDFC Brasil
Alimentos  LTDA.  (a company  formed  pursuant to the laws of Brazil)  ("BDFC").
Pursuant to the agreement,  B&D will issue 95,344,688  shares of common stock in
exchange  for 99.85% of the issued and  outstanding  common  shares of BDFC.  In
addition,  B&D will issue a Convertible Note Payable for $10,000,000 in exchange
for all of the issued and outstanding  preferred shares of BDFC. The Convertible
Note Payable will bear interest at 8% annually;  at the note holder's option may
be  converted  into  common  stock of B&D at the  Conversion  Price of $0.20 per
share; and will be due in full, along with the accrued interest, in July 2008.


                                      F-9
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure  Controls and  Procedures.  As of June 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.


                                      F-10
<PAGE>

                           PART 11. OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

      As of June 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  June  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.

For the period ended June 30, 2005, we have not conducted any unregistered  sale
of equity securities.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES.

There have not been any defaults on any senior Securities.


                                      F-11
<PAGE>

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The following  action was taken pursuant to the written  consent of stockholders
holding a majority of the outstanding shares of common stock dated June 1, 2005,
in lieu of a special meeting of the stockholders.  Such action was then taken on
or about July 5, 2005:

      1.    The Company's Articles of Incorporation,  as amended, was amended as
            follows:

            (a)   to change the  Company's  name from REII  Incorporated  to B&D
                  Food Corp.;

            (b)   to increase the number of  authorized  shares of common stock,
                  par value  $.001 per share,  of the  Company  from  20,000,000
                  shares to 400,000,000 shares; and

            (c)   to authorize for issuance of 10,000,000  shares of blank check
                  preferred stock, par value $.001 per share

ITEM 5 OTHER INFORMATION

      In April 2005,  we declared and paid a cash dividend of $0.07 per share of
the issued and outstanding common stock, totaling $325,899. Before this dividend
we had  never  declared  or paid any cash  dividends  on our  common  stock.  We
currently intend to retain future earnings,  if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K

Reports on Form 8-K

1. On May 5, 2005 we filed a Report on Form 8-K (File No.  000-21247)  to report
an  Item  5.02  Departure  of  Directors  or  Principal  Officers;  Election  of
Directors; Appointment of Principal Officers.

2. On May 31, 2005 we filed a Report on Form 8-K  reporting the  resignation  of
Una M. Ricketts as a board member and the  appointment  of Valquiria  Cunha as a
member of our board of directors.


                                      F-12
<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


                                      F-13
<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 Sao
Paulo, Brazil, on the 22nd day of August 2005.

                                       B & D FOOD, CORP.


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




                                      F-14