X0202 3 2006-01-12 0 0000743241 B&D Food Corp. BDFC.OB 0001363494 OLLECH JACQUES C/O B&D FOOD CORP. 575 MADISON AVENUE, SUITE 1006 NEW YORK NY 10027 1 1 1 0 Executive Vice President Common Stock 50954538 I Livorno Investments LTD Convertible Promissory Note 0.2 2005-07-08 2008-07-08 Common Stock 50000000 I Livorno Investments LTD Mr. Ollech is a director of Livorno Investments, Ltd and owns a one-third interest in the outstanding shares of Livorno Investments, Ltd Does not include accumulated and unpaid interest on the note. The convertible promissory note is for (i) a principal amount of $10,000,000, (ii) bears interest rate of 8% per annum, (iii) can be converted at anytime at a conversion rate of $.20 per share and (iv) interest on the note may be paid in cash or converted into shares of common stock. Jacques Ollech 2006-05-19