REII INC
8-K, 2000-12-21
OPTICAL INSTRUMENTS & LENSES
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington D.C. 20549
                               ________________

                                   FORM 8-K

                                CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                        Date of Report: November 6. 2000

                               REII INCORPORATED
                        (Formerly Bap Acquisition Corp.)
            _____________________________________________________
             Exact name of registrant as specified in its charter

         Delaware                    21-16563-B              51-0373976
    ___________________________     ____________          _________________
    (State or other Jurisdiction    (Commission            (IRS Employee
       of Incorporation)             File number)        Identification No.)

                      1051 Fifth Avenue North, Naples, FL    34102
                    ________________________________________________
                   (Address of Principal Executive Office) (Zip Code)

                                 (941) 261-3396
                           ____________________________
                           (registrant's Telephone Number
                               Including area code)




<PAGE>
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<CAPTION>
ITEM 1. N/A

Item 2.        Disposition of Assets

On December 8, REII Incorporated (the "Company") disposed of One (1)
rental properties owned by the its subsidiary Ricketts Enterprises Of
Naples Inc.

        The total selling price and sale expenses of the properties
        is as follows:

        2600 Santa Barbara Blvd, Golden Gate FL 34116 $ 205,000.00

        Sales expenses Including Commissions          $   9,225.75
                                                     ----------
        Total Received                                $ 195,774.25

        One (1) Residential Rental Properties         $ 193,387.60
                                                     -----------
                Net Reduction                         $ 193.387.60

These Transactions also reduces the Company's Debt by $ 193,387.60


 A description of the properties and related reduction in mortgages are
 as follows.

         Property                                   Purchase        Note
                                                     Price         Value
         ---------                                  --------     ----------
<S>                                                   <C>          <C>
Property Description and Financing Arrangement

1)     2600 Santa Barbara Blvd, Golden Gate,
       FL 34116
       four residential rental units                $193,000
       Mortgage with Washington Mutual Bank
       in the amount of $135,860, payable in
       monthly payments of $1.074.58 including
       principal and interest at the bank's
       index plus 2.85% (effective rate of
       7.818% at March 15, 2000), due February 2030.
       Mortgage will be recasted annually on
       March 1st to reflect the new interest rate.                $135,860

       Mortgage with Garfield Ricketts, a 62%
       stockholder, in the amount of $57,900,
       payable in monthly payments of $404.85
       including principal and interest at 7.5%,
       due February 2030.                             193.000       57,140

                                                   ____________    ________

                                                    $ 193,000     $ 193,000


                               Totals                              266,000        $ 266,000

Rental Income and expenses for the period of acquisition are as follows:

                            March 2000 to  December 2000
                            --------------------------
<S>                                        <C>
       Rental Income                  $ 13,925.00
       Expenses                         15,644.00
                                        ---------
      Net Income (Loss)               $ (1,719.00)



The expenses includes depreciation, taxes and debt service for the period,

REII plans to liquidate all of the properties owned by its subsidisry
Ricketts Enterprises Of Naples to reduce the Company's debts in order to
improve the Company's profit margin.


                             SIGNATURES

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

Dated November 6, 2000

BAP ACQUISITION CORP

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


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