BD Food Corp is a New York Based company with subsidiaries in Brazil. They are in the business of Roasting and Packaging Coffee Beans. The company was formed in July of 2005 through a reverse merger transaction with a failed Real Estate Company. The company owns a subsidiary in Sao Paolo, Brazil called BDFC. BDFC makes packaged coffee beans under the brand names “Brazilian Best,” “Samba Cafe,” “Torino” and “Vivenda.”

They are in the early stages of trying to complete an additional acquisition which may or may not be beneficial to shareholders. Their auditors have placed a going concern opinion on the business, and have substantial doubt that the company can continue.


Here are some images of their facilities from the company website


They have been consistently operating at a loss for their entire history as a publicly traded company. This trend has continued into 2007. For the first 6 months the company had an operating loss of $2,300,000 on revenues or $75,000. Sales were down approximately 70% from the same period one year ago.

Their executives are paid an average salary of $650,000 USD each through a separate company called Livorno Investments. Livorno is owned by the executives and directors and there are several related party transactions with this entity. (Please refer to their filings for more details.)

On 2 occasions in 2007, the company was delinquent in their regulatory filings with the Securities Exchange Commission. As of June 30th 2007 the company owes the Brazilian tax authority USD $2.1 million, and as a result of this delinquent tax bill they have lost their ability to participate in Refis II program. They are currently trying to negotiate some form of settlement with the tax authorities.

There are at least 50 former employees that have filed severance claims with the brazilian labor courts. The company does not believe the total ammount of judgements if awarded for these claims would exceed $200,000.