SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                (Amendment No. 2)

                                   (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)

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)

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


<PAGE>

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

<TABLE>
<CAPTION>
TABLE OF CONTENTS
---------------------------------------------------------------------------------------------------
<S>                                                                                            <C>
Restated Interim Balance Sheets at September 30, 2005 (Unaudited)
         and December 31, 2004.................................................................1

Restated 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

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

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

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

Condensed Notes to the Interim Financial Statements............................................6-11
</TABLE>


<PAGE>


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

                  RESTATED INTERIM CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                  (Unaudited)
                                                                                September 30, 2005    December 31, 2004
                                                                                ------------------    -----------------
                                   ASSETS
<S>                                                                                <C>                   <C>
Current Assets
     Cash                                                                          $      8,318          $      8,671
     Accounts Receivable                                                                 42,291
     Inventories                                                                        123,637                10,874
     Taxes Recoverable                                                                  247,428               166,706
     Prepaid Expense                                                                      4,243                  --
     Loan to Affiliated Company                                                         162,351                19,850
                                                                                   ------------          ------------
Total Current Assets                                                                    588,268               206,101
Other Assets
     Property, Plant and Equipment - Net of Accumulated Depreciation                  1,823,078             1,455,440
                                                                                   ------------          ------------
Total Assets                                                                       $  2,411,346          $  1,661,541
                                                                                   ============          ============
                  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
     Accounts Payable                                                              $    175,475          $     26,581
     Accrued Expense                                                                    501,344               186,387
     Deferred Income Taxes - Due Within One Year                                      1,062,443               724,719
     Debt - Due Within One Year                                                         961,676             1,055,356
                                                                                   ------------          ------------
Total Current Liabilities                                                             2,700,938             1,993,493
                                                                                   ============          ============
Other Liabilities
     Deferred Income Taxes - Due After One Year                                         971,214               709,956
     Debt - Due After One Year                                                       11,147,784               941,449
                                                                                   ------------          ------------
Total Liabilities                                                                    14,819,936             3,644,898
Stockholders' Deficit
     As of Sptember 31, 2005 - Common  shares of $ 0.001 par value;  Authorized:
     400,000,000 shares; Issued and outstanding:  100,000,000 As of December 31,
     2004 - Common shares no par value; Authorized:
     4,242,908 shares; Issued and outstanding 4,242,908 shares                          100,000             2,552,000
     Additional Paid-In Capital                                                         336,381                  --
     Retained Earnings (Accumulated Deficit)                                        (12,544,768)           (4,332,072)
     Accumulated Other Comprehensive Loss                                              (300,203)             (203,285)
                                                                                   ------------          ------------
Total Stockholders' Deficit                                                         (12,408,590)           (1,983,357)
                                                                                   ------------          ------------
Total Liabilities and Stockholders' Deficit                                        $  2,411,346          $  1,661,541
                                                                                   ============          ============
</TABLE>


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


                                       1
<PAGE>

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

             RESTATED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN
                             STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                                                             Accumulated
                                                            Additional                           Other             Total
                              Number of                      Paid-In       Accumulated       Comprehensive    Stockholders'
                               Shares      Common Stock      Capital        Deficit          Income (Loss)       Deficit
                             -----------   ------------    ------------   ------------       ------------    ------------
<C>                          <C>           <C>             <C>            <C>                <C>             <C>
Balance December 31, 2003      4,242,908   $  2,552,000    $       --     $ (4,375,823)      $    (36,574)   $ (1,860,397)
Net Income for the
Period                              --             --              --           43,751               --            43,751

Other Comprehensive Loss            --             --              --             --             (166,711)       (166,711)
                             -----------   ------------    ------------   ------------       ------------    ------------
Balance December 31, 2004      4,242,908      2,552,000            --       (4,332,072)          (203,285)     (1,983,357)

Recapitalization
pursuant to business
combination with entity
under common control          95,757,092     (2,452,000)   $    336,381     (7,818,218)(1)        203,285      (9,730,552)

Net Loss for the Period
    (Unaudited)                     --             --              --          (68,579)              --           (68,579)

Dividend                            --             --              --         (325,899)              --          (325,899)

Other Comprehensive Loss
for the Period
    (Unaudited)                     --             --              --             --             (300,203)       (300,203)
                             -----------   ------------    ------------   ------------       ------------    ------------
Balance September 30,
2005 (Unaudited)             100,000,000   $    100,000    $    336,381   $(12,544,768)      $   (300,203)   $(12,408,590)
                             ===========   ============    ============   ============       ============    ============
</TABLE>

      (1)   Including $10,000,000 due to the promissory convertible note issued
            to the stockholders of BDFC (see note E).


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


                                       2
<PAGE>

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

                  RESTATED INTERIM STATEMENTS OF OPERATIONS AND
                              COMPREHENSIVE INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                     Three Months Ended September 30,         2005             2004
                                                          -------------    -------------
<S>                                                       <C>              <C>
Revenue
     Coffee Production                                    $     165,213    $        --
     Rental Income                                                 --            196,622
                                                          -------------    -------------
Total Revenue                                                   165,213          196,622
                                                          -------------    -------------
Operating Expenses
     Cost of revenues                                           134,570           29,960
     General and administrative expenses                        212,610           74,900
                                                          -------------    -------------
Total Operating Expenses                                        347,180          104,860
                                                          -------------    -------------

Income (Loss) From operations                                  (181,967)          91,762
Financial Expenses, net                                        (221,333)        (155,298)
                                                          -------------    -------------

Net Loss Before Provision For Taxes                            (403,300)         (63,536)
Provision for Income Taxes                                         --             21,080
                                                          -------------    -------------
Net Loss for the period                                        (403,300)         (42,456)

Other Comprehensive Loss, Net of Income Tax
         Foreign Currency Translation                          (136,752)        (132,756)
                                                          -------------    -------------
Comprehensive Loss for the Period                         $    (540,052)   $    (175,212)
                                                          =============    =============

Net Income (Loss) Per Share - Basic and Diluted           $        --      $       (0.01)
                                                          =============    =============

Weighted Average Shares Outstanding - Basic and Diluted     100,000,000        4,242,908
                                                          =============    =============
</TABLE>

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


                                       3
<PAGE>

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

                  RESTATED INTERIM STATEMENTS OF OPERATIONS AND
                              COMPREHENSIVE INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                     Nine Months Ended September 30,          2005             2004
                                                          ------------    ------------
<S>                                                       <C>             <C>
Revenue
     Coffee Production                                    $    165,213    $     72,974
     Rental Income                                           1,115,395         588,417
                                                          ------------    ------------
Total Revenue                                                1,280,608         661,391
                                                          ------------    ------------
Operating Expenses
     Cost of revenues                                          373,917          82,774
     General and administrative expenses                       470,084         202,917
                                                          ------------    ------------
Total Operating Expenses                                       844,001         285,691
                                                          ------------    ------------

Income from operation                                          436,607         375,700
Other Income                                                      --             2,758
Financial expenses, net                                       (504,349)       (188,173)
                                                          ------------    ------------

Income (Loss) Before Provision For Taxes                       (67,742)        190,285
Provision for Taxes                                                837          44,032
                                                          ------------    ------------
Net Income (Loss)                                              (68,579)        146,253

Other Comprehensive Loss, Net of Income Tax
         Foreign Currency Translation                          (96,918)        (18,615)
                                                          ------------    ------------
Comprehensive Income (Loss) for the Period                $   (165,497)   $    127,638
                                                          ============    ============

Net Income   Per Share - Basic and Diluted                $      --       $       0.03
                                                          ============    ============

Weighted Average Shares Outstanding - Basic and Diluted     55,084,120       4,242,908
                                                          ============    ============
</TABLE>

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


                                       4
<PAGE>

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

             RESTATED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                     Nine Months Ended September 30,                           2005         2004
                                                                            ---------    ---------
<S>                                                                         <C>          <C>
Cash Flows from Operating Activities
Net Income (Loss) For the Period                                            $ (68,579)   $ 146,253
Adjustments To Reconcile Net Income For The Period To Net Cash Flows From
Operating Activities
     Depreciation                                                             105,223       82,774
     Deferred Income Taxes                                                    101,965       23,153
     Provision for Contingencies                                              120,699       (1,665)
     Gain from disposition of property, plant and equipment                      --         (2,758)
Changes in Operating Assets and Liabilities
     Accounts Receivable                                                      (38,772)        --
     Inventories                                                             (100,349)        --
     Other Current Assets                                                     (98,956)     (48,700)
     Taxes Recoverable                                                        (41,789)         723
     Accounts Payable and Accrued Expenses                                    428,033       20,499
                                                                            ---------    ---------
Net Cash Flows from Operating Activities                                      407,475      220,279
                                                                            ---------    ---------

Cash Flows from Investing Activities
     Acquisition of Property, Plant and Equipment                            (163,855)        (319)
     Proceeds from disposition of property, plant and
        equipment                                                                --          8,374
     Cash from Combination with Entity under Common
        Control                                                               332,315         --
                                                                            ---------    ---------
Net Cash Flows from Investing Activities                                      168,460        8,055
                                                                            ---------    ---------

Cash Flows from Financing Activities
     Repayment of Debt                                                       (346,172)    (248,681)
     Dividend                                                                (325,899)        --
     Loan from Related Party                                                   67,551         --
                                                                            ---------    ---------
Net Cash Flows used in Financing Activities                                  (604,520)    (248,681)
                                                                            ---------    ---------

Decrease in cash and cash equivalents                                         (28,585)     (20,347)
Effect of Exchange Rate Changes of Cash                                        28,232         (485)
                                                                            ---------    ---------
Net Change in Cash                                                               (353)     (20,832)
Cash - Beginning of Period                                                      8,671       22,859
                                                                            ---------    ---------
Cash - End of Period                                                        $   8,318    $   2,027
                                                                            =========    =========
</TABLE>


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


                                       5
<PAGE>

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

      CONDENSED NOTES TO RESTATED 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 B&D Food Corp.'s (the  "Company")  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 $96,918  and  $18,615  for the nine months  ended
         September 30, 2005 and 2004, respectively.

Note C - Basis of Presentation

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

Note D - Change in Control

         On  April  29,  2005,  the  controlling  stockholder  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 stockholder of BDFC became also the controlling stockholder
         of the Company.


                                       6
<PAGE>

Note E - Acquisition Of BDFC

         On July 8, 2005, the Company  entered into a Share  Purchase  Agreement
         (the "Agreement") with BDFC and its controlling  stockholder 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  stockholders  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 stockholders of the Company at April 29, 2005.

         Restatement

         The Company's interim financial statements have been restated to give
         effect to the following adjustments:

         1)       BDFC was  bought  in 1997 from  Banco Do  Brazil.  The  assets
                  acquired  from Banco Do Brazil  were  revalued  at the date of
                  acquisition   and  a  revaluation   reserve  was  recorded  as
                  permitted under Brazilian accounting rules.  However, when the
                  financial  statements  were converted to US GAAP the amount of
                  the revaluation was not properly adjusted among the respective
                  asset  categories   which  resulted  in  excess   depreciation
                  charges.

                  The  financial  statements  were restated in order to properly
                  present the  reallocation  of costs  attributable to property,
                  plant and  equipment  acquired  in 1997  from  Banco Do Brazil
                  which resulted in reduced depreciation charges.

         2)       Retroactive  restatement  of accruals for 2001 and prior years
                  which were not reversed.

         3)       Pursuant  to the SEC  comments,  the Company  implemented  the
                  instructions  described  in  Appendix  D11 to D18 of SFAS  141
                  "Business Combination".

                  The  acquisition  of BDFC caused a  fundamental  change in the
                  reporting entity,  whereby the activities of BDFC prior to the
                  transaction  constituted a  predecessor  activity for which an
                  ongoing  reporting  obligation  was imposed.  Since this was a
                  transaction  between entities under common control,  there was
                  no step-up in basis or any  adjustment  to fair value.  As the
                  controlling stockholders of BDFC gained control of the Company
                  in  April  29,  2005,  these  consolidated  interim  financial
                  statements  include  the  results of  operations  of BDFC from
                  January 1, 2005 to April 29, 2005 on a  stand-alone  basis and
                  the  combined  results of the Company with BDFC from April 30,
                  2005 to  September  30,  2005.  Accordingly,  the  comparative
                  figures  represent  the  position and the results of BDFC on a
                  stand-alone   basis   as   the   predecessor    company.   The
                  recapitalization  of the Company  recorded as an adjustment in
                  the  Statement  of  Stockholders'  Deficiency  pursuant  to  a
                  business combination of entities under common control.


                                       7
<PAGE>

         The effect of the restatement on the Company's position as of September
         30, 2005 and the results of operations for the periods  of  nine months
         and three months then ended is summarized below:

<TABLE>
<CAPTION>
                                        Restatement of Interim Condensed Balance Sheet
                                                   As of September 30, 2005
                                                          (Unaudited)

                                           As previously
                                              reported    adjustments   As restated
                                           -------------  -----------   -----------
<S>                                        <C>            <C>           <C>
     Property, plant and equipment, net       1,548,511       274,567    1,823,078

     Capital reserve                         12,280,288   (12,280,288)        --

     Accumulated deficit                        675,188    11,869,580   12,544,768

     Accumulated other comprehensive loss       164,062       136,141      300,203
</TABLE>

<TABLE>
<CAPTION>

                                    Restatement of Interim Statement of Operation
                                             and Comprehensive Loss
                                    for the nine months ended September 30, 2005
                                                   (Unaudited)

                                      As previously   Restatement
                                         reported     Adjustments    As restated
                                      -------------   -----------    -----------
<S>                                   <C>             <C>            <C>
Revenues
         Coffee production            $    165,213    $       --     $    165,213
                                                                     ------------
         Rental income                        --         1,115,395      1,115,395
                                      ------------    ------------   ------------
Total revenue                              165,213       1,115,395      1,280,608

Operating and finance expenses             547,981         800,369      1,348,350
                                      ------------    ------------   ------------
Loss before taxes on income               (382,768)        315,026        (67,742)

Provision for income taxes                    --               837            837
                                      ------------    ------------   ------------

Net loss for the period                   (382,768)        314,189        (68,579)

Foreign currency translation              (164,002)         67,144        (96,918)
                                      ------------    ------------   ------------

Comprehensive loss for the period     $   (546,830)   $    381,333   $   (165,497)
                                      ============    ============   ============

Weighted average shares outstanding     34,341,385      20,742,735     55,084,120
                                      ============    ============   ============

Basic and diluted loss per share      $      (0.01)   $       0.01   $       --
                                      ============    ============   ============
</TABLE>


                                       8
<PAGE>


<TABLE>
<CAPTION>
                                      Restatement of Interim Statement of Operation
                                               and Comprehensive Loss
                                      for the three months ended September 30, 2005
                                                       (Unaudited)

                                      As previously    Restatement
                                         reported      Adjustments       As restated
                                      -------------    -----------      -------------
<S>                                   <C>              <C>              <C>
Income from coffee production         $     165,213    $        --      $     165,213

Operating and finance expenses              498,010           70,503          568,513

                                      -------------    -------------    -------------
Loss before taxes on income                (332,797)         (70,503)        (403,300)

Provision for income taxes                     --               --               --
                                      -------------    -------------    -------------

Net loss for the period                    (332,797)         (70,503)        (403,300)

Foreign currency translation               (164,002)          27,310         (136,752)
                                      -------------    -------------    -------------

Comprehensive loss for the period     $    (496,799)   $     (43,193)   $    (540,052)
                                      =============    =============    =============

Weighted average shares outstanding      92,745,511        7,254,489      100,000,000
                                      =============    =============    =============

Basic and diluted loss per share      $        --      $       (0.01)   $        --
                                      =============    =============    =============
</TABLE>

Note F - BDFC Organizational History

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

         On  November 1, 2000,  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 from Coimbra all the coffee stock and certain  equipment that
         was  left  in  the  factory  for  an  aggregate   amount  of  $313,779.
         Subsequently, BDFC has resumed coffee manufacturing operations.



                                       9
<PAGE>

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.

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.


                                       10
<PAGE>

         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.


                                       11
<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 stockholder 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.


                                       12
<PAGE>

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.

Business Combination

As mentioned  above, on July 11, 2005, the Company entered into a Share Purchase
Agreement  (the  "Agreement")  with BDFC and its  stockholders  dated as July 8,
2005. Pursuant to the Agreement,  the Company acquired 99.85% of the outstanding
equity stock of BDFC from its stockholders. As consideration for the acquisition
of BDFC, the Company agreed to issue  95,344,688  shares of the Company's common
stock to the  stockholders  of BDFC (the  "BDFC  Stockholders").  As  additional
consideration,  the company  issued an 8%  Convertible  Promissory  Note, at the
amount of $10,000,000 to the BDFC  Stockholders in  consideration  to the entire
preferred  sock  of  BDFC.  The  note is  payable  (principal  plus  accumulated
interest)  on July 2008 and may be convert at any time,  prior to or at the time
of repayment by the Company,  to the Company's common stock at the rate of $0.20
per share.

At the date of the agreement,  the BDFC  Stockholders  were also the controlling
stockholders of the Company.

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

In  November  1, 2000,  due to adverse  financial  conditions,  BDFC filed for 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.  Pursuant to the closing of the Judicial  Creditor's
Agreement,  Livorno gained control over BDFC.  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.


                                       13
<PAGE>

To generate  sufficient cash flows,  in January 21, 2003, the management  leased
its  manufacturing  facility and equipment to Comercio e Industrias  Brasileiras
Coimbre S/A ("Coimbra"),  an unrelated party. Rents received from the lease were
used by BDFC to pay its past's debts.

On March 31,  2005,  pursuant  to  Coimbra's  parent  company  decision  to exit
manufacturing   operation,  the  two  parties  agreed  to  terminate  the  lease
agreement. According to the terms of the termination agreement, although Coimbra
will terminate the lease and vacate the factory, it will pay the full lease fees
until the end of the year 2005 at the  amount of  $940,000  in one  payment.  No
other  penalties  will be charged to Coimbra in the future and the Company would
not have any future  obligation to Coimbra.  The said amount was paid in full to
the company in April 2005.

In conjunction with the lease  termination,  the Company agreed to purchase from
Coimbra all the coffee stock and certain  equipment that was left in the factory
for an aggregate amount of $313,779.  Subsequently,  BDFC has resumed the coffee
manufacturing operations.

FINANCIAL CONDITION AND LIQUIDITY

Total assets in the consolidated balance sheet as of September 30, 2005, totaled
$2,411,346 compared with $1,661,541 as of December 31, 2004. The increase in the
total assets derived  primarily  from  acquisition of equipment at the amount of
$163,855 and from the growth in current  assets at the amount of $382,167 due to
the initiation of plant operations in Brazil in the last quarter of 2005.

Consolidated deficit in working capital amounted to $2,112,670.  The quick ratio
is 17%.

As of September 30, 2005, the consolidated  long term financing  sources totaled
to $2,092,980, 45% of which is repayable in the coming year.

Stockholders'  deficit as of September 30, 2005,  totaled  $12,408,590  compared
with  Stockholders'  deficit of $1,983,357  as of December 31, 2004.  The change
derived   primarily  from  the   recapitalization,   pursuant  to  the  business
combination with entity under common control (BDFC), amounted to $9,730,552.

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 the 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.


                                       14
<PAGE>

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 claim is sufficient.

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  $403,300,
Compared to net loss of $42,456 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  $212,610,  and finance
expenses at the amount of $184,110  recorded in consideration of the convertible
note.

Revenues

The Company's  total revenues in the third quarter of 2005 amounted to $165,213,
compared to revenue of $196,622 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  reflect  the rental
revenues from the lease of the plant in Brazil to Coinbra.

Cost of Revenues

The  consolidated  cost of  revenues in the third  quarter  amounted to $134,570
compared  to cost of  revenues  of  $29,960 in the  corresponding  period of the
previous year.

Cost of revenues in the third  quarter are due mainly to  materials  and cost of
merchandise  sold of $17,020,  subcontractors  costs of $41,489 and depreciation
costs of  $38,420.  The  cost of  revenue  in the  corresponding  period  of the
previous year reflects depreciation costs.

The  increase in cost of  revenues is due  primarily  to the  initiation  of the
coffee producing operation in the Brazilian plant.


                                       15
<PAGE>

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 $212,610. In the third quarter of the previous year,
general and administrative expenses amounted to $74,900.

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 $68,579, compared to
net income of $146,253 in the corresponding period of the previous year.

The net  loss  for  the  period  due  primarily  to the  Company's  general  and
administrative  expenses at the amount of $91,162,  and to the Company's finance
expenses at the amount of $184,110  recorded in consideration of the convertible
note, offset by the net income of BDFC at the amount of $207,530.

Revenues

The Company's revenues for the reporting period amounted to $1,280,608, compared
to revenues of $661,391 in the corresponding period of the previous year.

The revenues from coffee  production in the period reflect the very beginning of
sales of coffee  products  by BDFC.  The rental  revenue in the period  reflects
mainly the  non-recurring  revenues from the  termination of the lease agreement
with Coimbra in March 2005 at the amount of $940,000 (see also section "Business
combination" above).

The revenues in the corresponding period of the previous year reflect the rental
revenues  from the lease of the plant in Brazil to Coinbra.  The  revenues  from
coffee production in the said pariod represents recovery of bad debts which were
previously  written  off,  at the time BDFC (then  Eastco) was engaged in coffee
production (prior to the lease agreement with Coimbra).


                                       16
<PAGE>

Cost of Revenues

The consolidated cost of revenues in the period amounted to $373,917 compared to
cost of revenues of $82,774 in the corresponding period of the previous year.

Cost of  revenues  in the  period  are  due  mainly  to  materials  and  cost of
merchandise sold of $17,020,  subcontractors  costs of $168,653 and depreciation
costs of  $104,974.  The cost of  revenue  in the  corresponding  period  of the
previous year reflects depreciation costs.

The  increase in cost of  revenues is due  primarily  to the  initiation  of the
coffee producing operation in the Brazilian plant.

General and Administrative Expenses and Professional Services

General  and  administrative  expenses  for the  reporting  period  amounted  to
$470,084.  In the  corresponding  period of the previous  year,  the general and
administrative expenses amounted to $202,917.

General and administrative expenses in the period are due mainly to professional
services of $177,517.  General and administrative  expenses in the corresponding
period of the previous year are due mainly to professional services of $77,121.

The  increase in general and  administrative  expenses is due  primarily  to the
initiation  of  the  coffee  production  in  the  Brazilian  plant,  and  to the
professional services 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.


                                       17
<PAGE>

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 affect, the Company's internal control
         over financial reporting.


                                       18
<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.

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.


                                       19
<PAGE>

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   stockholders  of  BDFC  (the  "BDFC
         Stockholders"),  pursuant  to which  the  Company  acquired  all of the
         outstanding equity stock of BDFC from the BDFC Stockholders.

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.

4.       The Company filed  Amendment No. 3 to Current Report on Form 8-K, dated
         October 3, 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.


                                       20
<PAGE>

                                    EXHIBITS

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

31.1     Certification by Yaron Arbell, Chief Executive Officer, Pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002

31.2     Certification by Yossi Haras, Chief Financial Officer, Pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002

32.1     Certification by Yaron Arbell, Chief Executive Officer, Pursuant to 18
         U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002

32.1     Certification by Yossi Haras, Chief Financial Officer, Pursuant to 18
         U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002


                                       21
<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 4th day of May, 2006.


                                      B & D FOOD, CORP.


                                      By:  /s/ Yaron Arbell
                                           -------------------------
                                           Yaron Arbell
                                           Chief Executive Officer


                                       22