Item 1.01 Entry into a Material Definitive Agreement

June 1, 2008 - B&D Food Corp. (the "Registrant" or "Company") entered into a Note, Stock and Interest Purchase Agreement with certain affiliates, B&D Holdings Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Delcorp") and the other, Boaz Industria E Comercio De Alimentos LTDA, a limited liability company organized under the laws of Brazil ("Brazilcorp"), and an accredited investor (the "Buyer") pursuant to which the Company issued to the Buyer (i) a note in the aggregate principal amount of U.S. $1,000,000, (ii) 5,000,000 shares of common stock in the Company and (iii) an interest in 50% of the greater of (x) the net income of Delcorp and (y) the net income of Brazilcorp in exchange for a loan of $785,000, $145,000 for the purchase of the 5,000,000 shares of the Company's common stock and $70,000 for the interest. The note will bear interest of 8% and is due and payable on June 1, 2013, subject to acceleration for certain events of default. The Company intends to use the proceeds of the loan and stock and interest purchase price to complete the refurbishing of its factory in Brazil, which has been out of operation since 2005.

The foregoing description of the agreement is not complete and is qualified in its entirety by reference to the form of agreement and promissory note attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant.

The information included under Item 1.01 with respect to the entry into a material definitive agreement is incorporated by reference into this Item 2.03. The terms of the note's repayment and a description of the material terms under which it may be accelerated or increased and the nature of any recourse provisions that would enable the Company to recover from third parties are contained in the attached form of agreement in Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Note, Stock and Interest Purchase Agreement

99.2 Promissory Note