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 March 31, 2006 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 May 15, 2006,  there were 100,125,000  shares of the  registrant's  common
stock outstanding.


<PAGE>

                          PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

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

                 ----------------------------------------------
                         INTERIM CONSOLIDATED FINANCIAL
                               REPORTS (UNAUDITED)
                                       AT
                                 MARCH 31, 2006
                 ----------------------------------------------



<PAGE>

                                B & D FOOD, CORP.


                            (A Delaware Corporation)

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

Interim Balance Sheets at March 31, 2006(Unaudited)
         and December 31, 2005................................................1

Interim Statements of Changes in Stockholders' Deficiency for the
         Three Months Ended March 31, 2006 (Unaudited) and for
         the Year Ended December 31, 2005.....................................2

Interim Statements of Operations and Comprehensive Income for the
         Three Months Ended March 31, 2006 and 2005 (Unaudited)...............3

Interim Statements of Cash Flows for the
         Three Months Ended March 31, 2006 and 2005 (Unaudited)...............4

Condensed Notes to the Interim Financial Statements..........................5-6


<PAGE>

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

                       INTERIM CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                     (Unaudited)
                                                                      March 31,     December 31,
                                                                        2006           2005
                                                                    ------------    ------------
                                     ASSETS
<S>                                                                 <C>             <C>
Current Assets
     Cash                                                           $      7,610    $     84,217
     Accounts Receivable                                                  47,206          37,868
     Other receivable                                                     42,047          21,823
     Inventories                                                          25,965          51,341
     Taxes Recoverable                                                   255,722         226,044
                                                                    ------------    ------------
Total Current Assets                                                     378,550         421,293
                                                                    ------------    ------------

Long term deposits                                                           500             500
                                                                    ------------    ------------

Property, Plant and Equipment - Net of Accumulated Depreciation        1,972,916       1,870,490
                                                                    ------------    ------------

Total Assets                                                        $  2,351,966    $  2,292,283
                                                                    ============    ============
                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
     Short term bank loans                                          $    788,579    $    678,220
     Current maturities of long-term bank loans                          491,136         459,528
     Accounts Payable                                                    316,074         195,025
     Tax institutions                                                  1,168,084       1,050,322
     Other payables                                                      634,123         448,664
                                                                    ------------    ------------
Total Current Liabilities                                              3,397,996       2,831,759
                                                                    ------------    ------------
Long Term Liabilities
     Long term bank loans                                                542,716         606,519
     Taxes payable                                                       988,763         915,430
     Allowance for severance pay                                           6,631           6,171
     Convertible notes                                                10,958,735      10,601,781
                                                                    ------------    ------------
Total Long Term Liabilities                                           12,496,845      12,129,901
                                                                    ------------    ------------

Total Liabilities                                                     15,894,841      14,961,660

Stockholders' Deficiency
     As of March 31, 2006  and December 31, 2005 -
     Common shares of $ 0.001 par
     value; Authorized: 400,000,000 shares;
     As of March 31, 2006 - Issued and outstanding: 100,125,000;
     As of December 31, 2005 - Issued and outstanding 100,000,000        100,125         100,000
     Additional Paid-In Capital                                          383,881         371,381
     Accumulated Deficit                                             (13,703,956)    (12,962,775)
     Accumulated Other Comprehensive Loss                               (322,925)       (177,983)
                                                                    ------------    ------------
Total Stockholders' Deficiency                                       (13,542,875)    (12,669,377)
                                                                    ------------    ------------

                                                                    ------------    ------------
Total Liabilities and Stockholders' Deficit                         $  2,351,966    $  2,292,283
                                                                    ============    ============
</TABLE>

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

                                       1
<PAGE>

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

     INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
                                                                                               Accumulated
                                                            Additional                            Other            Total
                              Number of       Common         Paid-In          Accumulated     Comprehensive    Stockholders'
                               Shares         Stock          Capital            Deficit        Income (Loss)    Deficiency
                            ------------   ------------    ------------       ------------    -------------    -------------

<S>                         <C>            <C>             <C>                <C>             <C>              <C>
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)
Issuance of warrants to
service provider                      --             --          35,000                 --               --           35,000
Net loss for the period               --             --              --           (486,586)              --         (486,586)
Dividend                              --             --              --           (325,899)              --         (325,899)
Other Comprehensive Loss
for the Period                        --             --              --                 --         (177,983)        (177,983)
                            ------------   ------------    ------------       ------------    -------------    -------------
Balance December 31, 2005
                             100,000,000        100,000         371,381        (12,962,775)        (177,983)     (12,669,377)
Issuance of shares to
service provider                 125,000            125          12,500                 --               --           12,625
Net loss for the period               --             --              --           (741,181)              --         (741,181)
Other Comprehensive Loss
for the Period                        --             --              --                 --         (144,942)        (144,942)
                            ------------   ------------    ------------       ------------    -------------    -------------
Balance March 31, 2006
(Unaudited)                  100,125,000   $    100,125    $    383,881       $(13,703,956)   $    (322,925)   $ (13,542,875)
                             ===========   ============    ============       ============    =============    =============
</TABLE>

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

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

                                       2
<PAGE>

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

     INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)


<TABLE>
<CAPTION>
                 Three Months Ended March 31,                 2006             2005
                                                          -------------    -------------
<S>                                                       <C>              <C>
Revenue
     Coffee Production                                    $     182,859    $          --
     Rental Income                                                   --          240,562
                                                          -------------    -------------
Total Revenue                                                   182,859          240,562
                                                          -------------    -------------
Operating Expenses
     Cost of revenues                                           253,824           29,380
     General and administrative expenses                        467,875           60,141
                                                          -------------    -------------
Total Operating Expenses                                        721,699           89,521
                                                          -------------    -------------

Income (Loss) From operations                                  (538,840)         151,041
Financial Expenses, net                                        (202,341)        (182,069)
                                                          -------------    -------------

Net Loss for the period                                        (741,181)         (31,028)

Other Comprehensive Income (Loss)
         Foreign Currency Translation                          (144,942)           6,839
                                                          -------------    -------------
Comprehensive Loss for the Period                         $    (866,123)   $     (24,189)
                                                          =============    =============

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

Weighted Average Shares Outstanding - Basic and Diluted     100,083,333        4,242,908
                                                          =============    =============
</TABLE>

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

                                       3
<PAGE>

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

            INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

                Three Months Ended March 31,         2006          2005
                                                   ---------    ---------
Cash Flows from Operating Activities
Net Loss For the Period                            $(741,181)   $ (31,028)
Adjustments To Reconcile Net Income For
The Period To Net Cash Flows From Operating
Activities
     Depreciation                                     36,401       29,380
     Deferred Income Taxes                             5,011       85,005
     Provision for Contingencies                      43,215      (15,762)
     Interest due to convertible notes               206,954           --
Changes in Operating Assets and Liabilities
     Accounts Receivable                              (6,457)          --
     Inventories                                      28,952           --
     Other receivable                                (18,765)         235
     Taxes Recoverable                               (12,707)
     Accounts Payable                                112,626      (30,521)
     Other Payable                                   170,453       29,444
                                                   ---------    ---------
Net Cash Flows from Operating Activities            (175,498)      66,753
                                                   ---------    ---------

                                                   ---------    ---------
Net Cash Flows from Investing Activities                  --           --
                                                   ---------    ---------

Cash Flows from Financing Activities
     Repayment of Debt                              (199,683)     (53,311)
     Loan from Related Party                         147,872           --
     Proceeds from issuance of convertible note      150,000           --
                                                   ---------    ---------
Net Cash Flows from Financing Activities              98,189      (53,311)
                                                   ---------    ---------

Increase (decrease) in cash and cash equivalents     (77,309)      13,442
Effect of Exchange Rate Changes of Cash                  702          (21)
                                                   ---------    ---------
Net Change in Cash                                   (76,607)      13,421
Cash - Beginning of Period                            84,217        8,671
                                                   ---------    ---------
Cash - End of Period                               $   7,610    $  22,092
                                                   =========    =========

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

                                       4
<PAGE>

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

    CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note A - Basis of Presentation

      The accompanying  unaudited interim 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 months
      period ended March 31, 2006, are not necessarily indicative of the results
      that may be expected for the fiscal year ending December 31, 2006.

Note B - Foreign Currency Translation

      The functional currency of B&D Food, Corp.'s, a Delaware  Corporation (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 income
      (loss) of $(144,942)  and $6,839 for the three months ended March 31, 2006
      and 2005, 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 - Going Concern

      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.

                                       5
<PAGE>

Note E - Material changes during the period

      On February 24, 2006, the Company issued a convertible  promissory note in
      the amount of $100,000 to a third party. The note bears annual interest of
      9.5% and matures after two years.  At any time after the first six months,
      the holder has the right to convert the  principal and interest due on the
      note into fully paid and  non-assessable  shares of the  Company's  common
      stock, par value $.001 per share ("Common Stock"). The number of shares of
      Common Stock to be issued upon  conversion  shall be equal to the quotient
      obtained  by  dividing  the entire  principal  amount of the note plus (if
      applicable) accrued interest by 0.65.

      On March 8, 2006, the Company issued another convertible  promissory note,
      to another  third party,  in the amount of $50,000.  The terms of the note
      are substantially identical to those detailed above.


                                       6
<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  financial
statements and notes thereto set forth in Item 1 of this 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

The  Company  is a holding  company  which  focuses  in  acquiring,  organizing,
developing and upgrading  companies in the food industry,  and more specifically
in the coffee industry.  The Company's management looks to integrate manufacture
and 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 focusing on selling its coffee products in
South America. In addition, the Company is looking to acquire a strong marketing
capability in the USA.

Comparison numbers for the first quarter of 2006

The  comparison  numbers  for the first  quarter  of 2006 are those of BDFC on a
stand  alone  basis  and the  analysis  below  refers  to those  numbers  in the
comparison made between periods.

FINANCIAL CONDITION AND LIQUIDITY

Total assets in the  consolidated  balance  sheet as of March 31, 2006,  totaled
$2,351,966 compared with $2,292,283 as of December 31, 2005.

During the first quarter of 2006, the Company issued two convertible  promissory
notes in an aggregate amount of $150,000 to third parties. The notes bear annual
interest  of 9.5% and mature  after two  years.  At any time after the first six
months,  the  holders of the notes have the right to convert the  principal  and
interest  due on the notes into fully paid and  non-assessable  shares of Common
Stock.  The number of shares of Common  Stock to be issued upon such  conversion
equals the  quotient  obtained by dividing  the entire  principal  amount of the
notes plus (if  applicable)  accrued  interest by 0.65.  The  proceeds  from the
issuance of the notes were used by the Company to finance its operations.


                                       7
<PAGE>

Consolidated   deficit  in  working  capital  amounted  to  $3,019,446  and  the
consolidated quick ratio is 10%.

As of March 31, 2006, the  consolidated  long term financing  sources totaled to
$1,433,852,  34% of which is  repayable  in the coming  year.  The  consolidated
long-term  financing  sources  are  composed  of 1) long term bank  loans at the
amount of  $1,033,852,  47% of which are  repayable in the coming  year;  and 2)
convertible promissory notes in the amount of $400,000 issued to third parties.

The short  term  financing  sources  as of the same date  totaled  to  $611,171,
including  demand loans in the amount of $325,247,  which are payable in monthly
installments of $12,838 until December 2008, and loans from related party in the
amount of $236,750.

Stockholders' deficiency as of March 31, 2006, totaled $13,542,875 compared with
Stockholders'  deficiency of  $12,669,377 as of December 31, 2005. The change is
derived primarily from the loss in the period in the amount of $741,181.

THREE  MONTHS  ENDED MARCH 31, 2006  COMPARED  WITH THREE MONTHS ENDED MARCH 31,
2005

Net Income (Loss)

The  Company's  net loss in the first  quarter  of 2006  amounted  to  $741,181,
compared to net loss of $31,028 in the first quarter of the previous year.

The net loss in the first  quarter  of 2006 is due  primarily  to the  Company's
general and  administrative  expenses in the amount of $338,375,  the  Company's
finance  expenses in the amount of $207,705  recorded in  consideration  for the
convertible notes, and the net loss of BDFC in the amount of $195,101.

Revenues

The  consolidated  total  revenues  in the first  quarter  of 2006  amounted  to
$182,859,  compared to revenue of $240,562 in the first  quarter of the pervious
year.

The revenues  from coffee  production  in 2006 reflect the beginning of sales of
coffee  products  by BDFC.  The  rental  revenue  in the first  quarter  of 2005
reflects  the  revenues  from the  lease  agreement  BDFC had  with  Comercio  E
Industrias Brasileiras Coinbra S.A., which was terminated in April 2005.

Cost of Revenues

The  consolidated  cost of  revenues  in the first  quarter of 2006  amounted to
$253,824  compared to cost of  revenues  of $29,380 in the first  quarter of the
previous year.

                                       8
<PAGE>

Cost of revenues in the first  quarter of 2006 are due mainly to  materials  and
cost of merchandise sold of $141,547 and depreciation costs of $35,982. The cost
of  revenue  in the  first  quarter  of the  previous  year  reflects  only  the
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

The  consolidated  general and  administrative  expenses in the first quarter of
2006  amounted to $467,875  compared to general and  administrative  expenses of
$60,141 in the first quarter of the previous year.

General  and  administrative  expenses  in 2006 are due  mainly to  professional
services of $170,691 and travel expenses of $76,636.  General and administrative
expenses  in  the  first  quarter  of  the  previous  year  are  due  mainly  to
professional services of $42,892.

The  increase in general and  administrative  expenses is due  primarily  to the
initiation of the coffee producing operations in the Brazilian plant, and to the
professional  services and traveling  expenses of the  management of the Company
associated to the initiation of the Company's operation.

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.  In the last
year,  there  was  an  improvement  in  the  Brazilian   economic   environment.
Nevertheless,  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.  In case of a
decline in the Brazilian economy,  political or social problems or a reversal of
Brazil's  foreign  investment  policy it is likely that this change will have an
adverse  effect  on  BDFC's  results  of  operations  and  financial  condition.
Additionally,  inflation  in Brazil may lead to higher  wages and  salaries  for
employees  and  increase in the cost of raw  materials,  which  would  adversely
affect BDFC'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.

BDFC is liable for various  claims  arising in the ordinary  course of business.
Appropriate  provision has been made for those claims. The Company's  management
believes,  based on the advice of legal counsel, that the provisions recorded in
the accounts are adequate to cover the anticipated  losses, if any, arising from
those claims.


                                       9
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

a)    Evaluation of Disclosure  Controls and  Procedures.  As of March 31, 2006,
      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.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of March 31, 2006, the Company was not a party to any litigation of any kind.

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.  About 65% of those  employees  have
filed  severance  claims with the  Brazilian  labor court.  Most of these claims
range in value from  approximately  U.S.  $500 per claim to  $10,000  per claim.
Based on the  judicial  agreement  and  judgments  rendered,  BDFC has to pay an
aggregate  amount  of  $102,000,  of which  it has  already  paid  approximately
$50,000. BDFC intends to dispute or is in the process of negotiating  settlement
for the remaining claims for severance pay. In addition,  a former plant manager
and director of BDFC made various claims against BDFC. BDFC disputed the verdict
given by a higher  labor court in Brazil and appealed to the  Brazilian  supreme
labor court.  Nevertheless,  BDFC recorded a provision for the said claim in the
full amount of the  verdict by the higher  labor  court  totaling  approximately
$270,000.

As of March 31, 2006,  BDFC owed an aggregate of $1,637,028 to the Secretaria da
Fazenda Nacional (the Brazilian tax authority) for overdue taxes,  $1,070,376 of
which are liable under the Refis II program, 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 $575,144.


                                       10
<PAGE>

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

In January  2006,  the  Company  issued  125,000  shares of Common  Stock to two
consultants as required  pursuant to the Contract for Edgar Services between the
Company and Vintage Filings, LLC dated as of April 1, 2005.

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.


                                       11
<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 January 18, 2006,
      announcing the appointment of Yaron Arbell and Jacques Ollech as directors
      of the Company on January 12,  2006.  The report also  announced  that Mr.
      Arbell had been  appointed  the Chief  Executive  Officer  of the  Company
      (replacing Daniel Ollech),  Mr. Jacques Ollech had been named an Executive
      Vice President of the Company and Yossi Haras had been appointed the Chief
      Financial Officer of the Company (replacing Daniel Ollech).

2.    The  Company  filed a Current  Report on Form 8-K,  dated  March 9,  2006,
      announcing the resignation of Valquiria Cunha as a director of the Company
      on March 5, 2006.


                                       12
<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


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<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 15th day of May, 2006.

                                           B & D FOOD, CORP.


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



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