EXHIBIT
      10.1

     

    UNITED
      STATES 

    SECURITIES
      AND EXCHANGE COMMISSION 

    Washington,
      D.C. 20549 


    


    FORM
      8-K/A 

    


    CURRENT
      REPORT 

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



     
      

    Date
      of
      Report (Date of earliest event reported): September 28, 2008 

     
      

    B&D
      Food, Corp. 

    (Exact
      name of Registrant as specified in its Charter) 

     
      

    
      	
              Delaware

            	 	
              000-21247

            	 	
              51-0373976

            
	
              (State or Other Jurisdiction

              of Incorporation or Organization)

            	 	
              (Commission File Number)

            	 	
              (I.R.S. Employer Identification

              No.)

            


    

     
      

    575
      Madison Avenue, Suite 1006, New York, New York 10022-2511 

    (Address
      of Principal Executive
      Offices)                         
(Zip Code) 

    


    Registrant's
      telephone number, including area code: (212) 937-8456 

    


    Not
      Applicable 

    (Former
      Name or Former Address, if Changed since Last Report) 

     
      

    Check
      the
      appropriate box below if the Form 8-K filing is intended to simultaneously
      satisfy the filing obligation of the registrant under any of the following
      provisions (see General Instruction A.2. below): 

     
      

    o
 Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      

    o
 Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
      

    o
 Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
      240.14d-2(b)) 

    o
 Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c)) 

    
      

        
          
             

          

          
            
            

            
              

            

          

          
             

          

        

      

       

    

    Item
      1.01. Entry into a Material Definitive Agreement.

    


    On
      September 28, 2008, B&D Food Corporation (“BDFC”) entered into a
      subscription agreement (the “Agreement”) with Daniel Ollech, Jacques Ollech and
      Mark Radom, shareholders of BDFC (the “Purchasers”) pursuant to which the
      Purchasers converted all of their outstanding principal and interest owed to
      each of them under the U.S. $10,000,000 promissory note dated July 8, 2005,
      as
      amended by the amendment to the promissory note dated May 7, 2007 and the second
      amendment to the promissory note dated September 28, 2008 into Series A
      Preferred Shares. A copy of the Agreement is attached hereto as Exhibit
      10.1.

    


    Item
      9.01 Exhibits

    


    Exhibit
      10.1 - Series A Preferred Shares Subscription Agreement.

    


    Signature

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

    


    
      	 	
              B&D Food Corporation

            
	 	 
	
              Dated:  September 28, 2008

            	
              By:  

            	
              /s/ Daniel Ollech

            	
            
	 	
              Name:  Daniel Ollech

            
	 	
              Title:  Chief Executive Officer

            


    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    Exhibit
      10.1

     

    B&D
      FOOD CORPORATION PREFERRED SHARE SUBSCRIPTION
      AGREEMENT

     

    THIS
      SUBSCRIPTION AGREEMENT (this "Agreement") is made as of September 28, 2008,
      by
      and among B&D Food Corporation, a corporation organized under the laws
      of Delaware ("BDFC"), and Daniel Ollech, Jacques Ollech and Mark Radom,
      each an individual residing in Israel (the "Purchasers"). 

     

    Whereas,
      Livorno
      Investments S.A., the predecessor to the Purchasers (“Livorno”), has lent BDFC
      U.S. $10,000,000 pursuant to a promissory note dated July 8, 2005, as amended
      by
      the amendment to the promissory note dated May 7, 2007 and the second amendment
      to the promissory note dated September 28, 2008 (the “Note”); 

     

    Whereas,
      Livorno
      and the Purchasers have entered into a transfer agreement pursuant to which
      Livorno transferred its right, title and interest in, under and to the Note
      to
      the Purchasers in accordance with their respective ownership interests in
      Livorno;

     

    Whereas,
      each of
      the Purchasers wishes to convert the outstanding principal and interest thereon
      into preferred shares of BDFC; and

     

    Whereas,
      BDFC
      has authorized the issuance of preferred shares in a board of directors’
resolution dated the date hereof (the “Board of Directors’ Resolution) pursuant
      to the Amendment to the Certificate of Incorporation of BDFC dated July 5,
      2005.

     

    Now,
      therefore,
      in
      consideration of the mutual premises and covenants contained herein, and
      intending to be legally bound, the parties hereto agree as follows:

     

    1.
      Issuance,
      Conversion and Rights of Series A Preferred Shares.

     

    1.1
      Issuance
      of Series A Preferred Shares.
      Pursuant to the authority granted to BDFC in its Board of Directors’ Resolution
      based on the Amendment to the Certificate of Incorporation dated July 5, 2005,
      BDFC hereby issues to the Purchasers an aggregate of 373,595,592 shares of its
      preferred stock (the “Series A Preferred Shares”).

     

    1.2
      Conversion
      of Principal and Interest under the Note.
      Subject
      to the terms and conditions hereof, BDFC hereby transfers the Series A Preferred
      Shares to Purchasers in exchange for each of the Purchasers cancelling its
      respective share of the Note (it being understood that the transactions
      contemplated hereby will result in all of Purchasers’ principal and accrued
      interest under the Note being converted into the Series A Preferred Shares).
      

     

    1.3
      Rights
      of Series A Preferred Shares.
      The
      Series A Preferred Shares will have the following rights:

     

    
      	 	
              ·

            	
              Cumulative
                dividend of U.S. $100,000 (it being understood that BDFC has no obligation
                to declare and pay any dividends, but that Purchasers shall receive
                with a
                right of first priority pro rata to their ownership in Livorno U.S.
                $100,000 for every full calendar year that elapses before BDFC declares
                and pays a dividend prior to BDFC paying any dividends to holders
                of its
                common shares);

            


    

     

    
      	 	
              ·

            	
              
                Conversion
                  at the option of each of the Purchasers upon 45 days’ written notice into
                  one share of BDFC’s common stock for each share of Series A Preferred
                  Shares to be converted (it being understood that BDFC shall take
                  any
                  action necessary to effect a conversion into shares of common stock
                  promptly upon receiving written notice from a Purchaser);
                  and

              

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    
      	 	
              ·

            	
              Priority
                in distributions in the event of a liquidation or winding down of
                BDFC’s
                business.

            


    

     

    2.
      Closing
      Dates; Delivery.

     

    2.1
      Closing.
      Subject
      to the satisfaction (or waiver) of the conditions to the closing contained
      in
      Section 6 of this Agreement, the purchase and sale of the Series A Preferred
      Shares shall take place at 10:00 a.m. local time on a date to be mutually agreed
      amongst the parties hereto, but, in any event, no later than September 30,
      2008
      (the "Closing"). 

     

    2.2
      Delivery.
      At
      Closing, BDFC and the Purchasers will sign this Agreement and BDFC will deliver
      to each of the Purchasers a certificate reflecting his ownership of the Series
      A
      Preferred Shares.

     

    3.
      Additional
      Agreements and Covenants of the Parties.
      The
      parties hereto agree as follows:

     

    3.1
      Further
      Assurances.
      Each
      party hereto agrees to execute, on request, all other documents and instruments
      as the other party shall reasonably request, and to take any actions, which
      are
      reasonably required or desirable to carry out obligations imposed under, and
      affect the purposes of, this Agreement. 

     

    3.2
      Miscellaneous.

     

    3.2.1
      Expenses.
      Each
      party hereto will pay its own expenses in connection with the transactions
      contemplated hereby.

     

    3.2.2
      Governing
      Law and Jurisdiction.
      This
      Agreement shall be governed by, and be construed in accordance with, the laws
      of
      the State of New York (without giving effect to the conflicts of laws
      provisions thereof). The parties agree that any disputes arising hereunder
      shall
      be submitted to the non-exclusive jurisdiction of the courts of the State of
      New
      York.

     

    3.2.3
      Successors
      and Assigns.
      The
      provisions hereof shall inure to the benefit of and be binding upon the
      successors, assigns, heirs, executors and administrators of the parties
      hereto.

     

    3.2.4
      Entire
      Agreement; Amendments.
      

     

    3.2.4.1Entire
      Agreement.
      This
      Agreement constitutes the full and entire understanding and agreement between
      the parties with regard to the subjects hereof and thereof, and supersedes
      any
      and all prior and contemporaneous agreements, understandings, discussions and
      correspondence.

     

    3.2.4.2
      Amendments.
      This
      Agreement may be amended or modified only with the prior written consent of
      all
      parties hereto.

     

    3.2.4.3
      Severability. 
      In the event that any one or more of the provisions of this Agreement shall
      be
      deemed unenforceable by any court of competent jurisdiction for any reason
      whatsoever, the remainder of his Agreement shall remain enforceable and in
      full
      effect. 


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first above written.

     

    B&D
      Food Corporation 

     

      
        

      

    

     

    Daniel
      Ollech

    


    
      
        

      

    

    


    Jacques
      Ollech

    


    
      

    

    


    Mark
      Radom