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 (Date of earliest event reported) - January 12, 2006



                                 B&D Food, Corp.
             (Exact name of Registrant as specified in its Charter)




              Delaware                  000-21247              51-0373976
              --------                  ---------              ----------
(State or Other Jurisdiction           (Commission          (I.R.S. Employer
of Incorporation or Organization)      File Number)        Identification No.)



575 Madison Avenue, Suite 1006, New York, New York                   10027-2511
--------------------------------------------------                   ----------
(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)

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

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

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

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


<PAGE>

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

(b) On January 12, 2006, Daniel Ollech resigned as a the Chief Executive
Officer, Chief Financial Officer and Treasurer of B&D Food Corp. (the
"Company"). Mr. Ollech will continue to serve as the Company's Chairman of the
Board of Directors (the "Board") and as President of the Company.

(c) On January 18, 2006, the Company issued a news release to announce the
appointment of Yaron Arbell as the Company's Chief Executive Officer, Yossi
Haras as the Company's Chief Financial Officer and Jacques Ollech as the
Company's Executive Vice President, each as of January 12, 2006. The news
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

      Mr. Arbell has 14 years of executive management experience. Mr. Arbell
joined the Company in 2005. From 2002 to August 2005, Mr. Arbell served as Chief
Executive Officer of (i) Mivtachim-The Workers Social Insurance Pension Fund
Ltd., (ii) Insurance and Pension Fund of Construction and Public Works, Workers,
Cooperative Association Ltd., (iii) The Insurance & Pension Fund of the Israeli
Agricultural and Non Professional Workers Ltd., (iv) The Pension Fund of the
Members of "Egged" Ltd. and (v) Hadassah Employee's Pension Fund Ltd. Mivtachim
is the largest pension fund in Israel and the others are four other smaller
pension funds. From 1991 to 2002, Mr. Arbell served as Chief Deputy of the
Administrator General, the Official Receiver and the Public Trustee Office in
Israel.

      Mr. Haras has over nine years of finance experience. Mr. Haras joined the
Company in 2005. From 1996 to 2005, Mr. Haras worked for Kost Forer Gabbay &
Kasierer, a member of Ernst & Young Global where he served as a Senior Account
Manager.

      Jacques Ollech has 20 years of experience in the coffee industry as a
manufacturer, broker and distributor in Brazil, Russia, China, Europe and
Israel. Mr. Ollech joined the Company in 2005. From 1991 to the present, Mr.
Ollech has served as a director of the Livorno Group ("Livorno"), an
international holding company with holdings in various world trading companies
in the areas of coffee, sugar, and oil. Mr. Ollech is the brother of Daniel
Ollech. Mr. Ollech owns a one-third interest in Livorno. Livorno owns
approximately a 51% interest in the Company.


(d) On January 12, 2006, the Board appointed Yaron Arbell and Jacques Ollech to
the Board in order to fill vacancies which existed on the Board.


Item 9.    Financial Statements and Exhibits.

            (a)   Not Applicable.

            (b)   Not Applicable.

            (c)   Not Applicable.

            (d)   Exhibits.

                  Exhibit 99.1- Press Release by B&D Food Corp. dated
                                January 18, 2006


                                       2
<PAGE>

                                   SIGNATURES

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

                                                 B&D FOOD, CORP.


Date:  January 18, 2006                          By:    /s/ Daniel Ollech
                                                        -----------------
                                                 Name:  Daniel Ollech
                                                 Title: President


                                       3
<PAGE>

                                  EXHIBIT INDEX



          Exhibit Number      Description
          --------------      -----------

               99.1           Press Release by B&D Food Corp. dated
                              January 18, 2006


                                       4
{"company-data": {"conformed-name": "B&D Food Corp.", "cik": "0000743241", "assigned-sic": "2090", "irs-number": "510373976", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21247", "film-number": "06535792"}, "business-address": {"street1": "1051 FIFTH AVE. NORTH", "city": "NAPLES", "state": "FL", "zip": "34102", "phone": "2392613396"}, "mail-address": {"street1": "1051 FIFTH AVE. NORTH", "city": "NAPLES", "state": "FL", "zip": "34102"}, "former-company": [{"former-conformed-name": "REII INC", "date-changed": "19980813"}, {"former-conformed-name": "BAP ACQUISITION CORP", "date-changed": "19960710"}]}
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 (Date of earliest event reported) - January 12, 2006

                                 B&D Food, Corp.
             (Exact name of Registrant as specified in its Charter)

              Delaware                  000-21247              51-0373976
              --------                  ---------              ----------
(State or Other Jurisdiction           (Commission          (I.R.S. Employer
of Incorporation or Organization)      File Number)        Identification No.)

575 Madison Avenue, Suite 1006, New York, New York                   10027-2511
--------------------------------------------------                   ----------
(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)

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

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

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

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

(b) On January 12, 2006, Daniel Ollech resigned as a the Chief Executive
Officer, Chief Financial Officer and Treasurer of B&D Food Corp. (the
"Company"). Mr. Ollech will continue to serve as the Company's Chairman of the
Board of Directors (the "Board") and as President of the Company.

(c) On January 18, 2006, the Company issued a news release to announce the
appointment of Yaron Arbell as the Company's Chief Executive Officer, Yossi
Haras as the Company's Chief Financial Officer and Jacques Ollech as the
Company's Executive Vice President, each as of January 12, 2006. The news
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

      Mr. Arbell has 14 years of executive management experience. Mr. Arbell
joined the Company in 2005. From 2002 to August 2005, Mr. Arbell served as Chief
Executive Officer of (i) Mivtachim-The Workers Social Insurance Pension Fund
Ltd., (ii) Insurance and Pension Fund of Construction and Public Works, Workers,
Cooperative Association Ltd., (iii) The Insurance & Pension Fund of the Israeli
Agricultural and Non Professional Workers Ltd., (iv) The Pension Fund of the
Members of "Egged" Ltd. and (v) Hadassah Employee's Pension Fund Ltd. Mivtachim
is the largest pension fund in Israel and the others are four other smaller
pension funds. From 1991 to 2002, Mr. Arbell served as Chief Deputy of the
Administrator General, the Official Receiver and the Public Trustee Office in
Israel.

      Mr. Haras has over nine years of finance experience. Mr. Haras joined the
Company in 2005. From 1996 to 2005, Mr. Haras worked for Kost Forer Gabbay &
Kasierer, a member of Ernst & Young Global where he served as a Senior Account
Manager.

      Jacques Ollech has 20 years of experience in the coffee industry as a
manufacturer, broker and distributor in Brazil, Russia, China, Europe and
Israel. Mr. Ollech joined the Company in 2005. From 1991 to the present, Mr.
Ollech has served as a director of the Livorno Group ("Livorno"), an
international holding company with holdings in various world trading companies
in the areas of coffee, sugar, and oil. Mr. Ollech is the brother of Daniel
Ollech. Mr. Ollech owns a one-third interest in Livorno. Livorno owns
approximately a 51% interest in the Company.

(d) On January 12, 2006, the Board appointed Yaron Arbell and Jacques Ollech to
the Board in order to fill vacancies which existed on the Board.

Item 9.    Financial Statements and Exhibits.

            (a)   Not Applicable.

            (b)   Not Applicable.

            (c)   Not Applicable.

            (d)   Exhibits.

                  Exhibit 99.1- Press Release by B&D Food Corp. dated
                                January 18, 2006

                                       2
SIGNATURES

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

                                                 B&D FOOD, CORP.

Date:  January 18, 2006                          By:    /s/ Daniel Ollech
                                                        -----------------
                                                 Name:  Daniel Ollech
                                                 Title: President

                                       3
EXHIBIT INDEX

          Exhibit Number      Description
          --------------      -----------

               99.1           Press Release by B&D Food Corp. dated
                              January 18, 2006

                                       4